Ben 10: Guild Mage
by Dark Mage Wyvern Lord
Summary: After believed to be defeated foe return to exact revenge, Ben finds himself in Fiore. Just in time for the Grand Magic Games. BenXKagura pairing confirmed. Now in Return to Bellwood Arc.
1. Chapter 1

**Ben 10: Guild Mage**

**By Dark Mage Wyvern Lord**

**AN: I decided to write this to go with the rising popularity of Fairy Tail fics. Plus it's an idea I've wanted to put out for a while. Also this story starts during Weapon XI part 2 on the Ben 10 side of things, while on Fairy Tail, it starts after the Celestial king welcomes the S-class trials team back with a few days extra to spare. The reason being is I loved the Rooters arc. It's a great idea, a rouge unit of plumbers tries to kill Ben, simply because the leader was afraid of what Ben could do with the Omnitrix, instead of what he's done. It reminds me of how popular Justice League Unlimited was via the Cadmus Arc. My main problem is how it was so short. We only had four episodes for it. (Three from Omniverse and technically speaking one from alien force). I mean we had two arcs for Malware's evil plan and Maltruant's time war, and even Psyphon and his cronies had more screen time than the Rooters. So why not go further with Servantis? Plus it would have been nice to learn more about Ragnarock's involvement in the conspiracy a bit more. It also pains me to see Cartoon Network end the series so quickly. End of an era my friends. Now enough of me ranting, now sit back and enjoy.**

**Chapter 1: A change in plans and Dimensions**

Ben slowly stirred as he felt Kevin's strange hands gripping his body. Though being rudely awakened by an electrical shock didn't help either. To his surprise the Amalgam Kids were all present alongside Servantis. The Rooter leader smugly looked over a strange chamber.

"This Tennyson is a non-Balearic- chamber." Servantis chuckled, darkly." It will completely destroy both you and the Omnitrix completely, making it so you can't come back in this or any other universe."

"As if I would let you get so lucky you paranoid buffoon." A techno voice said darkly.

However, before anyone could do anything, the chamber shook violently, and red circuitry ran all over it, causing everyone present's eyes to widen. With Ben's widening in fear.

"Malware." He gasped.

"What!" Servantis demanded.

Just then, the chamber collapsed and out came a familiar saurian Galvanic Mechamorph. Except now his tachyon cannon was relocated to become his tail and his body was a bit scrawnier, reminding Ben of how he looked originally.

"How are you alive?" Ben asked afraid.

"This ally of yours won't save you Tennyson." Servantis ordered. His gem shot a series of electrical blasts, aimed right at Malware. The monstrous Galvanic Mechamorph's body was soon covered in an energy field, reflecting the blasts.

"Levin!" Servantis ordered, infuriated. Kevin threw Ben to the side and charged at Malware. However Malware took a deep breath and released a sonic pulse. When it hit Kevin it returned him to normal. But the attack didn't stop there, it hit the Amalgams and Servantis, causing them to kneel in pain.

"That, that's my." Servantis began, struggling in pain.

"Your DNA disruptor wave cannon?" Malware chuckled darkly. "Yes, true it was meant to use on Levin in his mutated form, I made some improvements, disabling anyone with hybrid DNA." He then turned his attention to Ben. "As to answer your question Ben, I survived the same way I did 5 years ago, I created a symbiotic software patch copy of myself and placed it in the Plumbers' database." Malware explained, remembering of when he got hit by the tachyon cannon in the Mount Rushmore base and when he got into Rook's truck. "However the process of rebuilding myself in such a way is tedious and long. However, being inside the Plumber mainframe, I learned of these Rooters, and hitched a ride in Servantis' comm-link, then helped myself to this wealth of technological wonders."

Ben tried activating the Omnitrix, only to find it still recharging. So, plan B, get the bad guy to talk about himself more. "So that giant stone version of you on Galvan Prime?"

"A mere shelf of my former self." Malware chuckled. He then turned to Servantis. "Now it only seems reasonable that I show my gratitude for my new body, by destroying the biggest idiot present." Malware then turned to Servantis.

"What?" Servantis demanded in fear.

"You see, the only reason I show myself is not to save Tennyson, but the Omnitrix." Malware explained with a sneer. "Limitless DNA samples you could experiment with, and you wish its end?" Malware's shoulders then shifted, revealing bazooka like cannons. "Not even Animo is that much of a fool."

"Wait how did you?" Ben began, only to remember he said he was in the mainframe.

It was then Swift limped her way into the room. "Proctor!" She shouted scared, Malware was charging up, preparing for one massive blast.

At this moment, Ben jumped on Malware, and pulled him by the spines causing the mutated being to fire upwards.

"Get off of me Tennyson!" Malware ordered.

"Swift." Servantis ordered, noticing the half-Areophibian, and slowly getting up. "Fire!"

Swift prepared a Nero-shock blast for the both, but was strangely hesitant.

"Agent Swift, fire on the two now!" Servntis roared angrily.

It was then, Malware crashed into a wall, revealing several pieces of equipment, among them a Null Void projector, meant to return one to Earth.

"Get off me Tennyson." The mutated villain demanded.

"Not going to happen, Mal-weird." Ben said, trying his best to hold on.

Just then the two slammed into the projector, causing the device to discharge a massive amount of energy from Malware's body.

"Well, this will work all the same." Servantis chuckled darkly.

Ben tried to get off of Malware at this point, only for the Galvanic Mechamorph to grab him by the Omnitrix.

"You're not getting away that easily." Malware shouted in pain, his powers slowly taking over the device.

"And hear I thought you didn't like me." Ben quipped with a groan.

Servantis then shot a powerful electric blast at the projector. "Goodbye Tennyson, the universe will be a better place without you." He roared with glee.

The projector finally blew up, taking Ben and Malware with it.

"Finally, the universe is rid of the oncoming storm!" Servantis shouted with glee. Swift on the other hand wasn't so certain. It was then a massive pink/violet energy blast appeared behind the rouge plumbers.

"What DID YOU DO!" Gwen demanded with rising rage.

**-Magnolia Beach-**

Natsu and the others laid down in sorrow, they had lost three months of training due to the party from the celestial spirits, and the games were in three days.

"Man this sucks." Natsu groaned. He was a guy roughly sixteen years old with spikey pink hair, best known as Salamander, the Fire Dragon Slayer.

"For once, I agree with you." Grey, said. He was roughly Natsu's age and famous for two things, once being an ice-make wizard, and two randomly stripping down to his boxers without realizing it.

"Both of you enough!" Erza demanded. She was best known as Titania, queen of the fairies. What made her so strong wasn't just her unrivaled strength and magic, but also to use the power Re-quip to switch out full armors, not just weapons.

"Yeah, stop complaining about it you two." Lucy said. She was a blonde girl, though prone to excessive amounts of rage, was also Fairy Tail's celestial spirit wizard. Among her collection of spirit summoning keys were 10 of the 12 Gold Zodiac Keys.

"Aye sir." Happy said. He was one of Fairy Tail's three exceeds. Just then the beach going wizards attention was diverted to a massive energy based explosion.

"What was that?" Wendy asked. She was the youngest of the three of Fairy Tail's Dragon slayers. Her Exceed partner Carla was more of a parent than the other two cats.

"Let's find out!" Natsu shouted excitedly, running off to the explosion.

"Natsu wait!" Lucy shouted with her usual anger.

"You should know by now that doesn't work." Happy reminded with a sweat drop and his wings active.

Ben was presently running from Malware's assortment of energy blasts, repetitively trying to activate the Omnitrix. However it was switching between its normal color scheme and the reverse repetitively.

"This so cannot be happening." Ben gripped, dodging another blast.

"I will kill you this day Tennyson, if it's the last thing I do!" Malware shouted, prepping a massive energy blast.

"**Fire Dragon: Iron Fist**." Natsu slammed his fist into Malware, causing the techno monster to slam into some trees.

"**Ice Make: Geyser**!" Grey placed his fist on his open palm and blasted Malware with a powerful icy wave.

Erza, in her Heaven Wheel armor released a series of swords at Malware, slashing the monster.

"Why are you attacking this man?" Erza demanded.

"Because you fools." Malware began, regenerating from his injuries. "He's ruined my plans for domination far too often."

Erza was taken aback by Malware's response, she couldn't sense any magic from Ben.

"Who cares, let's kick his butt!" Natsu shouted, as the others showed up.

Malware took notice of his opponents and realized he couldn't take all of them on. His attention promptly turned to Ben. "Until next we meet Tennyson." He fired an energy blast at the ground at his feet, causing a massive dust blast. When the smoke cleared, Malware was gone.

"Ok, thanks for the save." Ben said, dusting himself off. However Erza quickly had several swords at Ben's throat.

"Uh, are these really necessary?" Ben asked, slightly frightened.

**-Later-**

_Dear Mom,_

_I know it's been awhile, but you're never going to believe what just happened to us today. Today we met a person from an alternate dimension that wasn't Edolas. His name is Ben Tennyson and he had quite the story to tell us._

Lucy paused for a moment, and looked over at Ben who was talking things over with Makarov and the others. Erza was still in her Heaven's Wheel armor, not trusting him.

_Apparently, he comes from a world where magic is considered a myth and technology reigns supreme. I was skeptical at first but then Happy found this device he dropped called a smart phone. It not only lets you talk to people long distance but it has all of these cool features on it ranging from games to general usage. Wendy is presently hooked on this game called Angry Birds._

She paused again to see Wendy still playing said game.

_But what everyone is having trouble believing is how he got here in the first place. Apparently his grandfather was a part of an intergalactic police force called the Plumbers. Because of his involvement, Ben accidently received a device called the Omnitrix, which lets him turn into aliens. For years he had used it to be a super hero and save countless lives. And apparently the universe a billion times over. That part, I don't believe though. However another plumber named Servantis, who was a part of a unit called the Rooters, was afraid of what Ben could do, like destroy the universe with it. So this Servantis guy had manipulated people in a desperate attempt to destroy Ben. Among them included his friend Kevin. He almost destroyed Ben, but to his luck and surprise, this monster called Malware stopped Servantis only to try to get the Omnitrix himself, and he wound up here._

Lucy paused once again, only this time with a worried look on her face. Ben may have looked harmless, but his storied about aliens and being from an alternate dimension sounded incredibly farfetched, even for her.

_But deep down, something's preventing me from trusting him._

"C'mon turn into an alien so I can fight you!" Natsu demanded with a flame coming out of his mouth.

Makarov raised his hand which tripled in size, and slammed it on top of Natsu. "Enough boy, we can't go fighting everyone we come in contact with, especially with the games coming up." The guild master paused a moment to cough.

"You ok?" Ben asked, not liking the sound of that.

"I'm fine, I appreciate your concern." Makarov admitted, liking this boy. "Now there's the matter of your living conditions."

"Master, you aren't suggesting he join Fairy Tail?" Erza asked shocked.

"Of course, I sense he isn't lying." Makarov stated, coughing again. Just then the hotel shook violently.

"Guys!" Levy shouted, rushing in. "It's Twilight Ogre!"

"What?" Makarov asked, coughing some more.

Just then, the walls burst down, revealing several of Twilight Ogres members. Each holding different lacrima infused weapon and they charged at Fairy Tail.

"Ok, who are these guys?" Ben asked confused, and trying once again to activate the Omnitrix.

"Twilight Ogre is the guild that's been bullying Fairy Tail while we were gone." Makarov answered equally confused to why they were here. Prior to Team Tenrou's training, he, Mira, and Erza had an interesting "chat" with their guild master, Banabooster in regards to their debt and figured they wouldn't be a problem.

"Oh trust me, your debt will be the least of your problems." One thug said randomly.

"Bring it on." Ben said, expecting the Omnitrix to be ready.

"No Ben, if you can't transform then you should run." Natsu shouted, covering his fists with flames.

"You believe him?" Erza asked confused.

"We fought a blob monster, why would he lie?" Natsu asked in a matter of fact tone.

"That makes sense." Erza said with a flat look. The Twilight Ogre goons charged, with the intent of getting their revenge.

Lucy reached for her keys with the intent of summoning Virgo, when she felt a massive hand on her wrist.

"This is the one the boss wanted." An Ogre member chuckled darkly. Another grabbed her key satchel and placed it in his backpack.

"Lucy!" Natsu shouted fearfully. He dodged the attacks of one Ogre thug and slammed his attack into another.

"C'mon already." Ben shouted to the Omnitrix. He didn't know why but he had a burning sensation to help them. It must have been his inner hero.

"Child, hurry and run!" Carla demanded in a panicked tone.

"Good idea." Ben gulped, dodging Gajeel who used his Iron Dragon Club to pin one guy to a wall.

Carla wrapped her tail around Ben's midsection and took flight, heading outside.

"Not so fast kitty." One mage said, he fired a lightning blast from his spear at Carla who fell quickly. Ben fell on the ground and rolled to the side. Ben grabbed Carla in his arms and ran quickly into the woods.

"Ben, Carla!" Wendy shouted in fear.

Ben kept running faster and faster, until he needed a moment to rest.

"C'mon, that kid and the cat have to be here." One goon shouted.

Ben sighed and put Carla under some leaves gently. "Alright Omnitrix, I need you now more than ever, heck I'll even take Nanomech." Once again he desperately slammed the faceplate of the Omnitrix down, only now it released a bright blue glow, and a synthesized version of Ben's voice said. "Error, mass damage done to inner circuitry and software, emergency recalibration activating."

"Tell me you didn't?" Carla asked coming too.

When the light died down, the Omnitrix looked completely different. It was stretched out and bore a similarity to both the Ultimatrix and the prototype the time he and Gwen got stuck in his Sumo Slammer Video game. It was the same bright green he had come to know with black armor like stripes running down the sides. Two white racing stripes ran up the device and connected to the faceplate which looked like how it did before. It was connected to Ben's arm by three armored straps.

"And it does this." Ben gripped. He pressed the faceplate and the holo-ring appeared. Only now, it showed 10 different forms, as well as a 3-d hologram version of the selected alien in the center. "Beggars' can't be choosers." Ben said nervously as Twilight Ogre approached. He tapped the faceplate again and it opened up in an x shaped pattern, revealing the core, which he slapped down, engulfing Ben in a bright emerald light.

"Ben!" Natsu shouted dodging an attack. Gray slammed his foot into one goon's midsection.

"Natsu, we can't worry about some guy who thinks he can turn into aliens!" Grey shouted angrily.

Just then two blasts pushed the Twilight ogre members who were chasing Ben and Carla into the open. One was a powerful flame, the other a mighty blizzard.

"I don't know whether this would be considered hot or cool." A being said with a deep voice. Out came a male golem like figure made up of ice with magma like veins running throughout its body. Its head was well sculpted, looked like a flame, had an orange glow to it, and bore a massive chin. On its back were six smoke stacks pouring out steam. His hands had a crater on each palm which clearly produced the ice and fire combo, as well as three on each forearm. The most out of place feature was a green and black belt around the waist with a green and black hourglass disk belt buckle.

"Ben?" Gray asked surprised as all the combatants took notice of this.

"And you didn't believe me." Ben said with a smug look on his face, this directed at Erza. "But at the moment, call me **Freezer-Burn**!" As he shouted his name, Freezer-Burn released a powerful spiral fire/ice combo blast at several opponents from his palms. At this, Natsu put his head right into the attack.

"Uh, Natsu, why?" Freezer-Burn asked, as Natsu pulled his head out with some icicles hanging off his hair.

"I wanted to see if I could eat it." Natsu said excitedly. "It didn't work, it was too finely mixed."

"You're an idiot." Grey said with rage.

"And you aren't wearing pants." Freezer-burn said, turning away. At this, Grey freaked out.

"Grey is awesome in his underwear." Juvia, the watery mage said, googling her not so secret crush. Several Twilight goons tried to hurt her, but Juvia's body was in its water form.

"Oh, I feel stupid!" Natsu shouted in fear, realizing something.

"So now you notice!" Gray asked with rage.

"Those Twilight jerks took Lucy!" Natsu shouted.

"You just remembered this?" Grey shouted with a sweat drop.

"There were people in my way." Natsu countered.

Several swords struck the ground at the Twilight goons. "Ben, Grey, Natsu, go find her!" Erza shouted, while in her black wing armor. "We'll stop these fools."

"Good plan." Freezer-burn said, running with Natsu and Gray.

Makarov in his giant form was taking out the seemingly endless number of goons, when he coughed a great deal, and collapsed. As he fell down, a purple smog left his mouth.

"Master!" Erza shouted in fear.

"Good, now if you want your master back on his feet, you'll pay us the money you Fairy Tail fools owe us with interest within the next three hours!" One man said with a snide tone. At that, every member of Twilight Ogre, disappeared.

Freezer-burn, Natsu, and Gray blasted several goons who were apart of the team of ten taking Lucy.

"Careful, you almost hit me!" Lucy shouted angrily. She was under the arm of one goon and was hogtied.

"Sorry!" Freezer-burn apologized. At this the Omnitrix logo glowed red and released red sparks. At that Freezer-burn turned back into Ben with a red flash.

"Oh c'mon, that wasn't five minutes!" Ben gripped.

"Quit bitching and transform!" Gray ordered, wearing only pants.

"Alright already." Ben said, activating the Omnitrix once again. In another green flash, Ben was a tall coal black skinned skinny figure wearing a long green sleeveless trench coat with a high collar, covering its mouth and nose. It had flat arms with black circuits running along the sleeves, and had long wire like fingers. It only had one light green eye and a wild assortment of metal hairs spiked upwards on its head. The Omnitrix disk was on its chest.

"Alright, let's see how this guy fights." Ben said in a techno filtered tone. He raised his hand and attempted to punch a guy, but found himself unable to.

"Aw, man." Ben moaned.

"What's the problem?" Grey asked confused.

"I can't bring myself to attack." Ben said. "I'm apparently a pacifist."

"A what?" Natsu asked.

"It means he doesn't fight." Gray answered.

"Dude, seriously?" Natsu asked with an unhappy look on his face.

"Good enough for us!" One Twilight goon said, swinging a lacrima powered hammer at Ben's new form. Ben lifted his arms over his body, and a green energy field covered Ben, deflecting the attack.

"Handy." Ben commented. At this he zoned out a bit. He saw countless equations covering everything from Natsu's flames, to the weapons used by Twilight Ogre.

"A super smart guy?" Ben's attention turned to the Omnitrix disk, to find more equations. "Cool." He raised a hand at the guy still swinging the hammer at the shield. An energy beam shot at the hammer, from each of the alien's fingers and disassembled it.

"Ok, so that form's not useless in a fight." Gray admitted.

"Cool, now save me!" Lucy demanded.

"In a second." Ben said, turning to the Omnitrix disk. He shot a laser at it, and started making alterations. "Hopefully I can fix up the damages Malware left behind."

"Rah!" One goon shouted, swinging his staff.

"Busy." Ben said, shooting a beam and disassembling the weapon, not looking up from his work.

Natsu kicked the guy in the back. "These guys rely too much on their weapons."

"I know right." Gray stated.

"I don't know if I can add to that." Ben admitted, then finishing his work.

"What did you even do?" Gray asked, sending another attack.

"I fixed up the Omnitrix's circuitry so now I can stay alien for about 15 minutes." Ben answered.

"Guys," Happy said flying up, "These jerks poisoned the master!"

"WHAT!" Natsu shouted with such rage, he released a massive fire blast behind him, destroying several Twilight goons. The guy holding Lucy fell over, landing on said Celestial Wizard.

"Natsu." Lucy groaned with tears running down her face. As this happened the smog cloud that came out of Makarov's mouth flew in and let out a menacing , female cackle.

"Well looks like the jig is up." The purple mist said, appearing on the scene, it flew over and snatched Lucy's keys. Then the smog took a human form. It was a woman with short dark purple hair and fang like purple mascara. She wore a tight black suit that had a series of purple snake marks running over the body, and black high heel boots.

"Who are you?" Natsu demanded.

"Love where I stand in this guild." Lucy groaned as Ben and Gray tried to get the guy off Lucy.

"I am Rika, the Poison Make Master of Twilight Ogre, and if you want these keys and the antidote to my little gift, you have to meet me and Master Banaboster in the caves up a head." Rika cackled, disappearing in a purple smog.

"Lovely lady wasn't she?" Gray asked dryly.

"Aye." Happy agreed.

"Aw c'mon." Lucy groaned.

"What?" Gray asked.

Lucy held up her weapon, the Fleur d'etoile, destroyed. "I'm useless."

"Says who?" Natsu asked, getting everyone's attention. "You've proved you're not useless since the first time I met you, always out thinking people."

Lucy couldn't help but smile.

"But," Ben said with a hand under his chin. "Looks like you could use some **Tech-Support**."

"Tell me that isn't the name for this form." Happy said flatly. "It's stupid."

"Not really." Grey corrected.

Tech-Support raised his hands and Lucy's weapon rose in the air, as did the other weapons and scraps lying on the ground.

"That goes here, put this there, not there, here." Tech-Support mumbled, as the parts spun around faster and faster.

"I'm getting sick just watching this." Natsu said with puffy cheeks and a sick look.

"You throw up on me, and I turn you into a glacier." Grey threatened.

"And done." Tech-Support said, presenting the finished product. It was a blue rod with a silver guard, looping around, reminiscent of a rapier. It had a dial just under the top of the guard on it with a small screen.

"Wait, if you hate fighting, why did you make a weapon?" Natsu asked.

"Yeah, I'm against it, you're all for it." Tech-Support corrected, then turned to Lucy. "Milady, I present to you, the Proto-Whip."

"Proto-whip?" Lucy asked.

"Yeah, I based it off my friend Rook's Proto-Tool." Tech-support explained. "Aside from a traditional whip, it has several alternate mods, like drill, sword, fire, electro, grapple, bo staff, and shield."

"Gimme!" Lucy shouted ecstatic. She pressed the activation button on the whip, and a long fire stream poured out of the whip.

Natsu then swallowed some of the flames. "Not bad."

"Now let's go save the master." Grey said determined.

"Thought you'd never ask." Tech-Support said, slapping the Omnitrix, reverting back to Ben, to save power.

The four humans and the exceed we're heading off to meet up with Banaboster and Rika in the cliff side caves, when Lucy walked up to Ben.

"Why are you helping us anyway?" Lucy asked.

"Aside from the fact you all saved my sorry butt from Malware, it's because you needed it." Ben admitted. "Aside from that, I don't need a reason."

"How noble." A voice sneered snidely. Everyone turned to see Banaboster with a cigar in one hand and Lucy's keys in the other. He was standing on top of a cliff with Rika sitting to the side.

"Alright, hand over the antidote and Lucy's keys!" Natsu demanded with flaming fists.

"No, the princess undoes her contracts, I keep the golden keys, and then you get the antidote." Banaboster said his tone not changing.

"What?" Lucy asked with widening eyes.

"Why are you so gun ho on bullying Fairy Tail?" Ben asked confused.

"Why, why?" Banaboster demanded. "It's because you fools have been in debt to my family for over a century."

"Huh?" Everyone asked, as Rika rolled her eyes.

"More specifically, Mavis Vermillion owes my family money!" Banaboster explained, destroying his cigar.

"Who's Mavis?" Ben asked.

"One of the founding members of Fairy Tail, and the first guild master." Lucy explained, just as confused.

"What have you been smoking old man?" Grey demanded.

"Simple, you morons," The portly man began with a dark chuckle. "My great grandfather was a member of a guild called Red Lizard, a guild situated on Tenrou Island that was destroyed by the dark guild Blue Skull."

"Not seeing your point." Natsu interrupted.

"Shut up so I can finish!" Banaboster demanded angrily. "Now before its destruction, that little bitch was in debt to Red Lizard through her dead parents." Banaboster commented rudely. "And then she has the nerve to jump ship, steals the sacred Tenrou Jade, and starts your stupid guild."

"Someone doesn't respect the dead." Lucy whispered. The boys nodded.

"My family suffered for years because my great grandfather's money flow stopped and her stupid guild is considered one the greatest in Fiore!" His rage continuing. "Now I'm finally collecting what's mine!"

"I don't believe you." Natsu said.

"Aye, your story is full of holes." Happy admitted.

"And I would never sever my contracts." Lucy said with rage.

"Well then, plan B, if you won't sever your contracts, I'll just kill you and the contracts will be severed." Banaboster chuckled as his hands covered in bright yellow runes, "The money I get from these keys should pay for part of your guild's debt."

"**EARTH MAGIC: CRUSHING FISSURE**!" The earth around them opened up in a large claw like fashion.

"**ICE MAKE: JACK DEFENSE**!" Grey made up a defense that held the claw open.

"This is harder to hold up as you think." Grey shouted in pain.

"Already on it." Ben said, activating the Omnitrix.

"What is he doing?" Banaboster demanded.

A green flash of light erupted from the fissure and was ripped open. As the dust settled, Ben was replaced by a massively muscular white and black humanoid lemur with a large tail which was bigger than Elfman. It was clad in a green and black leotard with the Omnitrix disk on the chest.

"Now that's an alien." Natsu said excited.

"Hope Milliana doesn't learn about this alien." Happy said, reminded of Erza's cat obsessed friend.

"Well that explains the weird thing I saw when I got the keys." Rika said.

"We'll handle the poison chick, you handle Banaboster!" Lucy told Natsu and Ben, as she activated the Proto-Whip on Energy mode.

"You heard the lady, it's Hero Time!" Ben said, running forward on all fours.

"Don't say that, it's humiliating." Grey said flatly.

"**Fire Dragon: Roar**!" Natsu shot a powerful stream of flames at Banaboster, who slammed his palm on the ground, creating a wall of defense.

Ben's new form jumped up with incredible strength and spun. His tail effortlessly destroyed the barrier.

"Liking this form more and more." Ben chuckled.

"Slam Tail Rules!" Happy shouted.

"**Slam Tail**?" Ben thought. "Catchy."

"**Poison Make: Death Cage**!" Rika flew around Lucy, Grey, and Happy at high speeds.

"**Ice Make: Shield**." Grey created an icy wall around the three. However Rika's attack started flowing in through the top.

"We're going to die!" Happy shouted scared.

"Not while I'm around." Lucy said, switching the Proto-whip to drill mode. She swung the weapon upwards into the cloud, the whip was a long silver cyclone like rope and spun at incredible speeds. Rika's cloud got caught in the vortex.

"**Ice Make: Mist Furry**." Gray released a frozen cloud upward which clashed with the vortex.

"This is way too cold!" Rika shouted with a dizzy/ warped tone. She was flung out of the tornado and landed on the wall, cracking it releasing water from the ocean outside.

"Well that went well." Lucy commented.

Natsu and Slam Tail dodged several fissure attacks from the Twilight Ogre leader. Ben's new strongman was able to jump over several attacks effortlessly.

"**Fire Dragon: Sword Horn**!" Natsu charged at Banaboster head first, covered in flames. The attack slammed into Banaboster and caused the man to let go of the satchel. Lucy noticed this and activated the grapple mod, catching her keys.

"Nice catch." Grey said impressed.

"Oh, no Aquarius's key is missing!" Lucy shouted fearfully, performing a quick look over.

"Not good." Happy said fearfully.

"What's so bad about Aquarius?" Slam Tail asked.

"She's really hot headed and doesn't like Lucy at all for some reason." Natsu answered.

"Gotcha." The lemur like alien said.

"You mean this key?" Banaboster asked, weakly getting up, and holding said key.

"Give back that key, you don't know the horror she can bring." Happy shouted completely afraid.

"If that's the case, catch!" Banaboster shouted throwing to the key at Lucy.

"Catch it!" Lucy shouted fearfully. Everyone scrambled to catch said key. Lucy was closest, however it just barely missed and fell to the ground.

"Not good." Lucy paled with tears running down her face.

"It's not broken so that's a good thing, right?" Slam Tail asked confused.

"No, it's a huge offence if a Celestial key is dropped." Lucy explained.

"**Earth Magic: Diabolic Destroyer**." Banaboster slammed his hands into the ground, creating a rockslide made of sharp rocks.

"I'm going to regret this but **Open gate of the Water Bearer: Aquarius**!" Lucy said fearfully, sticking the key into the water stream coming out of the busted wall.

A blue haired mermaid appeared from a whirlpool. What Lucy was afraid of most was alongside her iconic urn, Aquarius also brought along a riding crop.

"Alright you eternally single brat, what did I say about dropping my key?" Aquarius demanded brandishing the whip.

"I'm innocent, he did it!" Lucy shouted, pointing at Banaboster. The attack said man was generating stopped in mid attack.

"That's one of the golden key spirits, what was I so concerned with?" Banaboster howled with laughter. "That thing's a stupid fish chick with tiny boobs."

"What was that!" Aquarius demanded with her teeth grit.

"Every man for themselves!" Happy shouted, wrapping his tail around Natsu and flying upwards. Grey jumped on Slam Tail's back and Lucy was wrapped up in his tail. The lemur alien immediately climbed up the walls.

Aquarius lifted her urn over her head and the wall behind her burst open and the ocean flooded in.

"You die now!" She shouted. Banaboster's eyes widened with fear as the tidal wave got closer with Rika in it.

"Now I see why you're all afraid of her." Slam Tail commented afraid of both Aquarius and of the Omnitrix timing out while he was on the wall.

As the attack died down, both Rika Banaboster fell to the ground, and a small vile floated out of his coat.

"I got it." Happy said, grabbing the antidote.

"Oi, bitch." Aquarius said to Lucy. "Don't summon me for a while, I have some things to deal with Scorpio." At that, she disappeared.

"What was that about?" Lucy asked, "Usually she's meaner when she leaves."

"Who cares lets go save the master." Natsu said.

"You fools got lucky today." Rika said getting up, and coughing up some water. "But know this, not you, not Sabretooth, and certainly not Raven Tail can stop me and my real Guild!" She disappeared in a puff of smoke.

"What did she mean by that?" Grey asked.

Later, the Rune Knights came and arrested Twilight Ogre, effectively shutting the Guild down.

"All's well that ends well I guess." Makarov said, feeling much better after taking some of the serum. They had given the end of the antidote to Rika's attack for evidence. Apparently Poison Make Magic was incredibly hard to come by, and her comment of her real guild put Fairy Tail on edge.

"I guess, but it's still doesn't add up for what Banaboster said about Mavis." Ben said, sitting on a chair as Mira applied the Guild Mark tattoo on Ben's upper left shoulder.

"Why don't we ask her?" Makarov chuckled.

"How?" Ben asked. As the guild mark finally finished in green, a young girl with vibrant green eyes, wing like hair clips, and a long pink dress appeared right in front of Ben's face.

"Can you turn into an alien for me please?" The girl asked. Ben was so startled he fell out of his chair.

"Who are you?" Ben asked startled.

"This is Mavis Vermillion, well in spirit form anyway." Makarov chuckled amused.

"Not funny." Ben said, getting up.

"I thought it was." Mavis chuckled.

"But how come I could only start to see you now?" Ben asked.

"I can only be seen by those who bear the mark of Fairy Tail." Mavis chuckled. "Now turn into an alien please."

"Ok, but first is what he said true?" Ben asked.

"Yeah did you really escape a dark guild, steal a jewel and start Fairy Tail with it?" Natsu asked.

"No, Blue Skull took the jade, I got it back with some new friends 7 years later." Mavis explained. She once again turned to Ben. "Alien please."

"Alright." Ben said, knowing she wouldn't give up easy, only to find that the green of the Omnitix face plate was now red. He tapped the face plate and to realize he was right, the Omnitrix was recharging.

"Sorry, it looks like I won't be going alien for a while." Ben said sheepishly.

"OK, I can wait." Mavis said cheerfully.

"Then we will do battle Ben Tennyson." Erza said in a demanding tone.

"Uh, what?" Ben asked confused as the armor clad woman pointed a sword at the interdimensional traveler.

"If we are to work together, we must know all of your forms," Erza stated firmly. "Didn't you say you had nearly 100 forms?"

"Yeah, but since Malware messed with the Omnitrix, it reset itself so now I can only turn into 10 aliens I've never used until I landed in Fiore." Ben replied.

"Well, then." Natsu said with his fists covered in flames, "Well just have to help you break them in."

"I have no say in this do I?" Ben asked Makarov.

"Speaking from personal experience, no." The Guild Master chuckled.

"Alright, but we take it outside." Ben countered.

"Gladly." Erza grabbed Ben and hoisted him over her shoulder.

"I can walk you know." Ben complained to deaf ears.

"I'm so in." Gajeel said with Pantherlily in his fighter mode.

"I have more mods to test out on the Proto-whip yet." Lucy said, pulling out said weapon.

As everyone left to train, Makarov sighed with an expression of deep thought on his face.

"Gramps, what are you thinking about?" Laxus asked his grandfather.

"It's this Malware character." The Guild master admitted.

"What about him, we scared him off." Laxus pointed out.

"True, but a creature of that size and powers shouldn't have disappeared off the map." Makarov countered. "After Ben was brought to the hotel, I had Alzack and Bisca look for Malware, but didn't find so much as a footprint."

Immediately, Laxus caught on to his grandfather's meaning. "No, you don't think?"

"If what I've heard is correct, we'll find out during the Grand Magic Games." Makarov nodded. "Which is why Ben will participate alongside you and the others."

Far away from where the Ben and his new guild mates were sparring, a menacing figure observed their progress, this was Ivan Dreyard, Son of Makarov, and father of Laxus.

"So that's Tennyson." Ivan chuckled. "He doesn't seem like much."

"Bite your tongue human filth, Tennyson is far more powerful than you realize." A voice ordered from his pocket. Ivan dug in and pulled out a containment lacrima. A black market magical item meant to contain someone inside a palm sized crystal and with the right spell, steal their powers.

"I wanted to use this on my father, but you'll do Malware." Ivan chuckled at the black sphere with red lines and an orange mouth.

"When I get out of here, I will kill you instantly!" The mutated alien roared.

"Well if you can't keep your voice down, you're grounded." Ivan placed the crystal back in his pocket and walked away. "So much planning, so little time."

**-Omnitrix Database-**

**Species name: Kelvenian**

**Hero Name: Freezer-burn**

**Home world: Librasios**

**Abilities: Pyrokinesis, Cryokinesis, enhanced durability, thermal vision, enhanced strength.**

**Description: Long Believed to be distant relatives of the Pyronite species, Kelvenian's adapt to harsh environments of Librasios as it changes from blazing heat to frigid cold temperature over the course of six earth months. Kelvenians are natural survivalists and are also know for expert senses of directions**

**Species name: Quitmentian**

**Hero Name: Tech-Support**

**Home world: Quitment VI formerly**

**Abilities: Technopathy, Minor Telekinesis, Force Field Generation, Natural Super intelligence**

**Description: Neighbors of the Techadon Weapon's masters, the Quitmentian's are peaceful by nature and have skills in science and technology believed to rival the Galvan's. However the weapon masters grew jealous of this species success and declared war on this kind. The peace loving aliens soon asked local bounty hunters for help with the promise of new weapons, under the creed I'm against it and your all for it. However the war was lost and the Quitmentian's quickly boarded ships and ran due to their pacifistic nature. This species is now considered endangered and their numbers are only in the hundreds.**

**Species name: Madagascian**

**Hero Name: Slam Tail**

**Home world: Julius XIII**

**Abilities: Super Strength, enhanced agility, enhanced durability, expert climbers, extendable, and durable tail, heighten senses.**

**Descriptions: Madagascians' are creatures who enjoy rough housing and climbing around the treetops of their lush jungle home world. Despite their brute strength, these creatures are known to think their problems quickly, though it still involves brute force.**

**AN: This alien is not completely my own. During the days between Alien Force and Ultimate Alien, some guy wrote outlandish theories about the third series with several aliens that never existed, different names for the Ultimate forms, and a two part event where Ben threated Azmuth with Ultimate Rath for master control. Then he, Gwen and Kevin end up stopping another Vilgax/ Zy'skar team up with Ben going Ultimate Alien X. How I remember this, I don't know.**

**And here is my first ever Fairy Tail story. Please be brutally honest with the review, I would really appreciate that. Also for Ben's 7 other aliens, I've already got them picked out, but don't worry Ben will get his old forms back eventually, and the ability to go Ultimate. That was one of my favorite moments too. Just be patient please, that's all I ask. On another note, why does anyone understand why there are so many stories where Lucy gets kicked out of Fairy Tail? Like I said before, she's not useless by any means, she's just more of a thinker than a fighter. Also to those of you wondering about Banaboster's motives for this attack, it's based off one of Hiro Mashima's three side projects, Fairy Tail Zero, depicting the origins of the guild with a surprising guest star. I purposely left out details as it's still ongoing. To those of you who want to know what the other two are they are: Ice Trail, depicting Grey before joining Fairy Tail, which features Gildarts who knew Ur apparently. The other is called Blue Minstrel, taking place after the GMG, Wendy goes off on her first job alone (with Carla) to help a town who plagued by a dragon worshiping cult. Speaking of which, does anyone know a site that has all 6 chapters of this? My sources Manga Top and Manga Reader both skip 3-5. Anyway leave a review and I'll see you chapter 2.**


	2. Chapter 2

**Ben 10 Guild Mage**

**Chapter 2: A Favor in Need, A friend indeed**

**AN: OK, when I asked people to be honest about this story, I was referring to the story in whole, not just about Ben and the original aliens I gave him. Granted, it gave me perspective about how people feel about that topic, and my choice of Alien names, but I was hoping for some input about the Fairy Tail aspect as well. As for the reviews for last chapter, Rexfan1333 and a guest threw in the idea for Ben being paired with Kagura or Lucy. I like the idea, and I'm not saying no. I was thinking either those two or Yukino (depending on what happens in future chapters.) If anyone has any ideas about Ben's girlfriend in this story, I wouldn't mind hearing you out, except for two conditions: No Harems, and Not Flare. No offence to the crazy haired chick, I do have respect for her, mainly during the Sun Village Arc, but Flare just doesn't seem like someone Ben would date. Also I would like to apologize, I messed up in my last chapter, and I meant to say the games were in two weeks, not three days.**

**-Magic Council Headquarters: Era-**

"This doesn't prove anything!" The aged voice of Gran Doma bellowed to the other council members. After Twilight Ogre was disbanded, the council went into a wicked frenzy in regards to the Poison Make user, Rika lasting several days.

"She declares that three guilds couldn't stop her and her true guild." One member reminded. "Who else would it be?"

"I agree with the head councilman." A female member stated. "All we know is she poisoned Makarov, we have no knowing that this Rika person, if that is her real name, is a member of that guild."

"Regardless, what is the situation on this new member of Fairy Tail, Tennyson is it?" Doma asked this question was directed to the commander Lahar.

"As far as we can tell, he is an unusual re-quip/take over hybrid and bears no ill intents." The commander admitted.

"That has yet to be decided." Doma commented. "Observe him during the games, that's an order."

"Yes sir." Lahar said with a bit of confusion. As the council was finally dismissed, Lahar walked out of the council room in deep thought, in regards to the newest fairy.

**-Magnolia Beach-**

"This kid is something else Makarov." The aged voice of Porlyusica commented. She had come over to check up on Makarov, despite her immeasurable and unusual hatred for other humans. However, a bigger bomb was dropped when Wendy recognized the aged medic's scent to be that of Grandeeney, her dragon foster mother. Porlyusica finally came out at admitted she was the Edolas counterpart of said dragon. Makarov had known she was from Edolas, but didn't know she was the counterpart to a dragon. However, Wendy was shocked to discover that Porlyusica had met Grandeeney once before, and asked her counterpart to give Wendy notes on two Dragon Secret Art Spells.

"I'll say, these transformations of his will be the death of me one day." Makarov commented, observing how much training his children were putting in with only 5 days remaining until the games.

Currently, Ben was his newest flying form: Wing-Storm. He was a dark brown humanoid falcon like alien. His hands and talons were razor sharp and he bore a razor sharp boomerang looking crest on his beak. Said aliens only clothes were a pair of green and black shorts and the Omnitrix sash that Humongasaur wore. On his left shoulder was a gold Fairy Tail mark.

"Come on you three, I thought you wanted to hit me?" Wing-Storm chuckled with a caw.

"Hold still and we'll show you." Erza said, wearing the black wing armor. She charged at the bird with two swords in her hands, aiming for the falcon.

Wing-storm flapped his wings with incredible strength and created a powerful cyclone. Erza tried her best to stay on course, but just as she reached her target, Wing-storm moved to the side and slammed his wing into the fairy queen. Quickly, Erza recovered and was about to attack the bird, when a powerful stream of flames, coated in iron attacked, causing the two to back off.

"You two trying to make me extra crispy?" Wing-storm asked sarcastically to Natsu and Gajeel.

"Yeah, it's called a combo move bird brain!" Gajeel taunted.

"Deep fried chicken, iron style." Natsu shouted, clearly hungry.

"What a good idea." Erza said slyly, turning to Wing-storm who nodded.

"What was that problem dragon slayers have with travelling again?" Wing-storm asked with fake curiousness. Both Natsu and Gajeel got uncomfortable looks on their faces while Makarov's was the exact opposite.

"This is not going to end well." Pantherlily said from the side.

Immediately, Erza and Wing-storm swooped down, and grabbed the two dragon slayers.

"This is not fair." Natsu groaned, looking like he was going to throw up.

"Let us go!" Gajeel warned, looking the same as Natsu.

"OK!" Ben and Erza said in unison, they released their targets, which collided into each other head first, and landed on the ground.

"Well at least noting important got damaged." Grey chuckled.

"Say that again stripper, I dare you!" Natsu demanded, jumping right back up.

A bright red light shined behind the two bickering guild mates signifying Ben returning to human. After the incident with Twilight Ogre, Lucy and the other girls immediately took Ben out shopping as a thank you for saving the master, and the Proto-whip. After what Ben referred to as hell on Earth land, he was given a wardrobe meant to keep up with both his heroics, and the upcoming fights in the Grand Magic Games. He was wearing black cargo pants with a green stripe going down the right side. His shoes were black and white sneakers made of a more durable material than the ones he wore before. His shirt was dark green with black stripes on the right side and the Fairy Tail emblem on the left upper chest. He also wore a green hoodie jacket with the number 10 on his back.

"I swear, the way you two fight." Ben began, only to hear screams coming from the hotel. Everyone turned to see Lucy and Levy running for dear life, from Happy, now wielding the Proto-Whip in fire mode.

"You two must suffer!" Happy shouted with angry tears in his eyes.

"Natsu!" Lucy shouted. The Fire Dragon Slayer immediately knew what she meant and ran up, inhaling the fire whip.

"Jeez cat, what's your malfunction?" Ben asked walking up and taking the whip out of Happy's hands.

"It's because those two did something unforgivable." Happy seethed then more tears rolled down his face. He turned to his knapsack and pulled out a series of charred fish. "They ruined my fish."

"I said I was sorry!" Levy shouted. She sighed, then explained. "I was really curious about the technology used to make the Proto-whip and was looking it over, when I accidently activated the fire mod, destroying Happy's lunch."

"It's cooked and it was an accident." Ben told the cat with a firm tone.

"Fish taste better when you eat it raw, everyone knows that!" Happy shouted still angry.

"I told you we'll by more fish for you." Lucy shouted, taking her weapon back.

"You better." Happy threatened.

"Do I need to turn into Megahurtz?" Ben threatened, going for the Omnitrix.

"Don't even joke about that!" Natsu, Happy, Gajeel, and Panther-Lily shouted with rage. Megahurtz was Ben's new armor plated, sonic frequency blasting form. Right after Ben transformed for the first time, everyone found out the hard way that Megahurtz's attacks were really effective on animals, like exceeds. However, since Dragon slayers had senses that rivaled wild animals, it affected them the same way.

"Now we can use that instead of Erza to get Natsu to stop fighting." Lucy chuckled to Levy.

Later that day in the nearby town of Forest Cove, Ben and his new assortment of friends were shopping for supplies. Or at least, that's what the Happy, Levy, Natsu, Lisanna, Juvia and Lucy were doing. Ben, Erza, Wendy, Carla, and Grey were asked by Makarov to make sure Natsu wouldn't destroy anything.

"Are you certain you don't want one of these?" The Merchant asked Ben, suggesting one of the gems he had.

"Naw, I'm just browsing." Ben said, wondering how Gwen would react to all of this.

"I want that one." Happy told Lucy, pointing to a massive swordfish.

"That cost more than my rent!" Lucy told the cat.

"What's your point?" Happy asked dryly.

"Yeah, that looks tasty." Natsu said, ready with a fireball.

"Don't even." Lucy threatened.

"So Ben," Grey said, coming up. "Any broken alien hearts?"

"Why do you asked?" Ben asked a little uncertain.

"Just asking." Grey shrugged.

"Well there was this one girl, Ester, but we ended it on good terms a while back." Ben admitted.

"And by good terms you mean?" Carla asked with her paws on her hips.

"We both admitted we just weren't connecting right, and agreed to see other people." Ben clarified.

"Is she hot?" Grey asked slyly, unaware Juvia was right behind a pillar nearby.

"You couldn't date her Grey, to her species a steam filled magma cavern is a winter's breeze." Ben said flatly. "Besides she's already seeing someone else." At that Juvia let out a sigh of relief.

"Already?" Wendy asked slightly surprised.

"Yeah, my cousin Sunny's ex Antonio," Ben said, uncomfortably. "He's a troll."

"Benjamin, I know you may be upset." Carla began with a tone a parent would use to scold their child.

"Uh, that's no insult." He pulled out his phone, (Which he upgrade with Tech-support so now the battery lasts 3 months on a charge using a special lacrima crystal generator so everyone else could mess with it). He scrolled through his photo gallery marked epic battle win selfies and showed Carla the picture.

"Oh, you weren't insulting the boy." Carla said flatly, seeing Ben and Rook on top of the large, unruly, and unclean creature.

"What happened there?" Wendy asked, seeing a portion of the background destroyed.

"Sunny thought it would be a good idea to cheat on Antonio with another guy," Ben began. "So when he found out, Sunny told Antonio that my other cousin Gwen gave her the idea, so since she was shopping for alien books in Undertown."

"Say no more." Carla said, understanding fully.

Just then, a series of blasts went off down the street.

"Natsu, what the hell?" Grey asked.

"I'm innocent!" Natsu shouted angry.

To everyone's surprise, it was a white horse, covered in gold armor, charged through several buildings after a man in a white suit with sun glasses.

"You know I've heard of animals going wild, but that's ridiculous." Ben said, surprised.

The horse charged after the man, and several cannons opened up throughout the armor, and shot several rounds at the man.

"Ben, don't even say it." Grey warned.

"What it's my catchphrase." Ben countered, activating the Omnitrix. "It's hero time." In a flash of light, Ben was replaced by an alien that looked like an overlapping series of vines. It wore armor that bore a similarity to black dead, decaying wood around his arms, legs, and chest. Its face looked like the top of a tree without leaves. A large wooden spike was attached to his left shoulder, which had the Omnitrix disc. On the right was a forest green Fairy Tail mark with cracks outlining it.

"**Dreadwood**?" He questioned. "I wanted Slam Tail."

"Quick complaining and let's stop this thing." Grey said firmly.

"And no setting me on fire Natsu." Dreadwood said, turning to Salamander.

"That was one time." Natsu countered, running ahead, swinging his arms. "**FIRE DRAGON WING ATTACK!"** A series of fire waves launched from his arms and intercepted the horse's attacks.

"**Ice Make: Cold Excalibur**." Grey summoned a large double sided sword made of ice and charged at the creature. Dreadwood followed suit and morphed his right hand into a large spear.

"**Requip**!" Erza shouted, switching from her civilian clothes to her new Heart Kreuz armor with a sword.

The horse took notice of the oncoming combatants and turned its attention to them. The cannons shifted slightly and blasted lightning blasts.

"OK, who trains a horse to do that?" Dreadwood asked confused, throwing his hands forward, creating a wood wall for defense.

"Someone who has too much time on their hands." Erza answered, switching to her Lightning Empress armor. She jumped over the wall, spear in hand charged. Just then the cannons shifted again, dispersing more lightning. However once it hit Erza's armor, it essentially bounced off the cloth.

"That was barely anything." Erza stated confused. Just then, the horse fell over, almost like it had died.

"OK, that was incredibly anticlimactic." Carla commented.

Lisanna walked up to the creature and put her hand on it, using her animal soul powers. "It was put into a mad frenzy of some kind." She explained, "Almost like someone wanted to send a message."

"Are you alright?" Lucy asked the man who fell, offering her hand.

"You, you freaks are with Fairy Tail?" He said both panicked and afraid, immediately standing up.

"Who you calling a freak?" Dreadwood asked insulted.

"Ben." Grey reminded.

"Pants." The plant alien countered, causing Grey to freak.

"When my father hears about this, you're guild won't be nothing more than a memory." The man said, with a prideful sneer.

"And your dad is?" Natsu asked, as Ben returned to human.

"My name is Riley Pines the third, my father is the mayor of this town and good friends with the magic council." The man said snidely.

"We tried to save your life and you dare threaten us?" Erza demanded, tempted to re-quip into her Purgatory armor.

"So what if I do?" Riley said, shrugging his shoulders than leaving.

"What was that about?" Ben asked, confused.

"Maybe I can answer." A man in a chef hat answered nearby.

Later at the local diner, the man they had met in the street, Harold, sat them down at the counter and served them all strawberry smoothies and began to explain. "Riley's great-grandfather founded this town nearly 70 years ago and his father's the mayor, so all the powers all gone to that boy's head, which is why no one helped that fool out when he was attacked."

"Any idea who would want to see him dead?" Lucy asked.

Harold's attention turned to Lisanna. "You said someone was sending a message right?" The youngest Strauss nodded. "A couple months ago, this dark guild called Rhino Spear set up shop in the mountains for some lacrima deposit they thought was here, and were causing all kinds of problems for this town." He paused a moment and sighed. "Then the mayor put out a jobs request for any wizard guild to take care of them and one answered the request called Excalibur's Glory."

"I think I read about them somewhere." Wendy stated. "I think the guild master is a former member of the Rune Knights."

"You could tell if you met the wizards they sent." Harold said with a nod. "They were dressed like Rune Knights too, but they sure didn't act like them." He paused again, turning to serve everyone some food. "The team stayed locked up in the hotel room for a day before they did anything, then after the job was done, they wanted three times more money than what was posted."

"Jerks, they should be grateful they even got a job." Natsu said with his mouth full.

"However, there's a rumor floating around that Excalibur's Glory threatened the mayor, on the lines of protection money." Harold began.

"Let me guess, after the mayor said no, attacks have been happening?" Ben asked sarcastically.

The chef nodded. "Everyone knows it's those glory hounds behind the attacks, from what you saw, to natural disasters, and bandits showing up, however we don't have any concrete proof." Harold then stopped for a moment. "You kids said you were entering the Grand Magic Games right?"

"Yeah, you want us to win right?" Natsu boasted proudly.

"No, Fairy Tail never wins." Harold said flatly.

"What was that?" Natsu demanded with fire coming out of his mouth. Lucy grabbed him by the collar.

"Down boy, sit." She ordered.

"No, Excalibur's glory is scheduled to enter themselves, I was hoping you could make sure they lose." The chef said with a sign of hope.

"Now that's something we can do." Ben said determined. Just then a savage sounding snarl was heard then a massive stampede as well.

"No, it can't be, Rhino Spear!" Harold shouted in fear.

"Let's go!" Ben said determined.

"I need to hit something." Natsu said, still angry at Harold. Immediately, the Fairy Tail guild members charged out, leaving money on the counter.

"Well, there are still good wizards out there." He chuckled.

Everyone ran outside to see several people on various animals, wearing armor similar to the horse before.

"Ok assholes." The guy on an actual rhino bellowed. He was decently tall with a jagged scar going across his nose clad in a leather jumper. This was Alan, leader of the dark guild Rhino Spear. "Strip this town of anything useful, I want the lacrima dug up now!"

"I thought these guys left after Excalibur's Glory took care of them?" One villager said fearfully.

"Hurry up, we don't want some wizard guild showing up." The leader demanded as the team of around 30 started tearing everything apart.

"Sorry Scar face, it's a little late for that." Ben said, lining up with the others.

"So what, you think you fools can stop us?" Alan demanded.

"Yeah, we're from Fairy Tail, and were totally going to kick your butts." Natsu declared with fists ablaze.

At this, Rhino Spear started laughing hysterically. "Fairy Tail, those losers that always come in last with the Grand Magic Games." Alan chuckled.

"Yeah, and the ones that are going to kick your butts up one side of the street and down the other." Ben said activating the Omnitrix, turning into Freezer-Burn, who now had a new magma vein pattern on his left upper chest, looking like the guild mark.

"Oh Yeah, IT'S HERO TIME!" Natsu shouted, charging fists first as usual.

"You had to keep saying that didn't you?" Grey asked Ben, taking off his shirt.

"But it is catchy." Erza admitted.

"Take no prisoners!" Alan ordered. All of the animals charged, weapons deployed.

"**Solid Script: Lightning!"** Levy swung her hands around, creating a powerful lightning blast at the oncoming stampede.

"**Animal Soul: Cat**!" Lisanna transformed into her feline like form and charged joining the fight with her childhood friend and guild mates.

Grey placed his closed fist onto his open palm and shouted. "**ICE MAKE: GEYSER!"**

"**WATER SLICER**!" Juvia swung her arm, releasing a series of high pressured water whips. "I'll prove to Grey I'm better than some alien girl." She thought determined. The two attacks blasted several Rhino Spear members off the ground.

Several guys jumped off of their mounts and let them go wild, charging with various ruins around their arms. "Let's show these Fairy Tail flies what happens when you mess with a strong guild." One guy declared. Only to get kicked off his mount by Lisanna.

"Strangely that felt satisfying." She admitted. Just then, she was blasted in the back with a fire blast by a guy on a horse.

"So was that bitch." He chuckled.

"How dare you!" Erza shouted, punching him in the face.

Down one street, Freezer-burn and Wendy were facing down 10 goons.

"Stand back Wendy, I've always wanted to do this." Freezer-burn said, creating a decent sized ice ball in his hands. With careful aim he rolled the ball towards the squad. Once it reached them, it exploded in a fiery explosion leaving the two on the end.

"The 7-10, tough spare." Wendy said in sympathy.

"Oh yeah, you try to pick that up." Freezer-burn said smugly.

"**SKY DRAGON ROAR**!" Wendy blew a powerful cyclone at the remaining goons.

"Show off." Ben said flatly. Wendy just put her hands behind her back and smiled cutely.

Lucy had the Proto-Whip in sword mode, allowing her to parry with another sword user.

"It looks like not all of you flies are useless in a fight, maybe we'll enjoy your company." He said with a predatory grin.

"Yeah I wouldn't say that around him." Lucy commented.

"Who?" The guy asked. Just then, Loke appeared in a flash of light and punched the guy in the face.

"Hit on my summoner will you?" The lion spirit questioned darkly, adjusting his rings.

"Thanks Loke." Lucy said, switching the Proto-Whip to lightning mode, as the long electric blue energy rope curled behind Lucy.

"Hey where'd you get that?" Loke asked confused.

"Oh, our new guild mate Ben made it for me." Lucy said offhandedly.

"WHAAT?" Loke demanded. "Who is he and why is he giving you gifts?"

"Uh what?" She asked confused.

Just then Freezer-burn shot one of his fire/ice combo blasts at an oncoming wave.

"You guys just going to stand around, or are we going to fight?" Freezer burn asked sarcastically.

"You got a new spirit and didn't tell me!" Loke asked confused.

"Uh, what?" Ben asked confused.

"Loke, this is our new guild member, Ben." Lucy explained, then paused wondering how to continue. "He does this Requip/ Take over thing and made the Proto-whip for me."

"In my defense, her keys were taken, and her whip was destroyed." Freezer-burn countered, instantly seeing where this was going.

"Well then." Loke shifted his sunglasses in a way that made him look menacing.

He then grabbed Freezer-burn's hands and shouted. "Thank you for protecting my princess when I couldn't."

"Calm down already!" Lucy ordered loudly.

"Now, then being a gentleman that I am," The golden key spirit said, adjusting his rings. "It only seems right I back you up!" He charged at a mounted animal with golden fist and shouted. "**REGULUS IMPACT!"**

Natsu punched and kicked his way through several Rhino Spear members with the intent of getting to Alan.

"I'll go where needed, you all finish up here!" Alan ordered, heading off.

"You get back here!" Natsu ordered, however he was starting to feel sluggish.

"Hey, Natsu!" Freezer-burn called. Salamander turned to see Freezer-burn with a fireball, Lucy with a fire whip, Lisanna in harpy form, and Erza in Flame Empress Armor. "SNACK TIME!" The three fire attacks launched forward, while Lisanna flapped her wings, increasing the power and speed of the flame.

Natsu opened wide and ate the flame in one gulp.

"Go get him Natsu, we'll handle these fools." Erza demanded.

"Thought you'd never ask!" He shouted, punching past the goons and running after Alan.

"Why send him off?" Grey asked.

"So he doesn't get mad at me for this." Freezer-burn said, tapping the Omnitrix disc. In a flash of emerald light, the fire/ice golem was replaced by a tall silver, black, and blue shogun armored figure with a speaker for his mouth, and the front of his shoulders. It had pointed tuning forks located on its shoulders, helmet, and gauntlets. Two black straps crossed over the chest with the Omnitrix disc connecting them. A blue Fairy Tail guild mark with a pulse like outline was on his left forearm.

"Ah, Megahurtz, always a pleasure." Juvia said understanding.

"And don't you forget it." The samurai like alien said with a filtered Japanese tone. He raised his arms and the tuning forks and a sonic blast was released, focused on the animals.

The mounts soon started freaking out, bucking wildly to the point where everyone fell off. As the animals ran into the forest, the remaining Rhino's looked up in fear at Erza.

"Now where is your master heading?" She demanded darkly.

Natsu followed the Rhino's scent and soon found himself at Town Hall, with a busted down door.

"This should be good." Natsu said, going in.

"Now where's the money?" Alan threatened the mayor.

"I told you, I wasn't paying them anything!" The mayor said with a panicked tone.

"Tell the truth before my large friend here gets mad." Alan chuckled.

"Hey scar face!" Natsu shouted. Alan turned his attention to the fire dragon slayer.

"Charge." Alan said bored. The rhino turned around quickly and did as it was told. "**Armor Magic: Steel Gaiden**!" The rhino's armor was now covered in silver armor with razor sharp blades all over the body. Natsu was pushed forward as the beast charged, effectively pushing the three out into the street.

Natsu smiled and shouted "FIRE DRAGON: ROAR!" He shot a powerful fire blast right at the beast, causing it to fall over.

"Cute kid, but my armor magic doesn't cover my beast!" Alan chuckled darkly. "**ARMOR MAGIC: TITANIUM FURY**!" Alan was now covered head to toe (Except for his face) in powerful Titanium Armor.

"Die Fairy Tail fly." Alan ordered, slamming his fist into Natsu's mid-section. However to Alan's surprise, the attack didn't do anything.

"Sorry pal, but I've felt stronger metal attacks than that!" Natsu declared. His flaming fist hit Alan dead on, causing the armor to break.

"No, it's not possible, Fairy Tail's the weakest guild out there." Alan said panicking.

"We're not flies, were wizards!" Natsu declared as two fireballs appeared in each hand. He clapped his hands together and shouted. **"FIRE DRAGON: BRILLIANT** **FLAME**!" A powerful fireball blasted down the street and hit Alan dead on. The attack covered him in flames, causing the guy to scream in pain.

"What's his problem?" Natsu asked himself confused. Eventually Alan fell into a nearby river, finally putting out the flame.

"Easy," Lucy said coming up with the others. "When Titanium starts to burn it can't be put out."

"Oh." Natsu said, the then pouted seeing Ben as Megahurtz.

"You Fairy Tail flies think this is the end of me?" Alan roared. "**ARMOR MAGIC: ELEMENTAL FORGE**!" The earth and water around the river Alan fell in began to merge into one massive being. It was a titanic pile of mud, meshed together to look something like human and had chunks of trees sticking out.

"Huh, wasn't expecting that." Megahurtz admitted.

"Who could?" Happy asked.

"Now, it's time you flies get squashed." Alan boomed. He raised his hands and they melded together into a hammer. He swung it down and released a powerful wave of mud.

"Hope this works." Megahurtz said. He thrust his hands and released a powerful sonic blast, however all it did was push the wave back slightly.

"Time to go." Lisanna said, switching to her bird form. Everyone scattered with the exception of Grey.

"Grey, what are you doing?" Lucy asked.

"Something I've always wanted to try." He said, slapping his hands together. "**ICE MAKE: ARTIC TIDAL WAVE**!" A frozen wave with ice chunks erupted from his hands. The ice quickly mixed with the golem armor, causing to freeze completely.

"And this is why Grey is the absolute best!" Juvia squealed.

"Anyone care to do the honors?" Grey asked turning to the others.

Natsu and Megahurtz turned to each other with a closed fist. "Once, twice, shoot." Natsu had rock, Megahurtz had scissors.

"Boo yah!" Natsu charged with a flaming fist, only to see Erza had requipped a massive hammer and destroyed the frozen armor.

"Erza." Natsu whined.

"What?" She asked confused.

Later, after the Mayor promised the others Rhino spear would be taken care off (And that the damages would come out of Riley's allowance for threating Fairy Tail like he did) the team started to head back, with Natsu bothering Ben about a certain topic.

"Tell me more about it!" He said excitedly.

"It was one time." Ben countered.

"But still, you met a dragon!" Natsu countered.

"I already told you, we helped him get off world after the Forever Knights attacked." Ben said tired.

"Then what happened?" Happy asked equally excited.

"I never saw another dragon again." Ben stated firmly.

"The life you live Benjamin." An unfamiliar voice said. Well unfamiliar to Ben anyway, everyone else however.

"Jellal." Erza gasped. It was then three people emerged from the shadows. One man and two women. The man was tall with spiked blue hair and a strange rune like tattoo across his eye. To the senior members of Fairy Tail, this was the man was Jellal Fernandez, the man who had manipulated the previous Magic council masterfully, then after a bout with amnesia, aided Fairy Tail and several other guilds into stopping the Dark Guild Oracion Seis. However because of his actions with the magic council, he was still placed under arrest.

The first woman was someone Grey couldn't believe was in front of him. This was Ultear, daughter of his late master Ur, and once a member of Grimore Heart, a guild seeking the return of the dark wizard Zeref. Her entire motive was she was kidnapped by a dark guild at an early age, and was under the impression Ur didn't care about her. However during her fight with Grey, she quickly found out that wasn't the case.

The second woman was a person Juvia had mixed feelings about. This pink haired woman was Meredy, Ultear's disciple in Grimore Heart. She had looked up to the time altering mage since she was little. So since at the time, Ultear hated Grey, Meredy hated Grey, which invoked Juvia's psychotic wrath. After an interesting fight, the two settled their differences.

"Jellal, do you?" Erza began in a whisper.

He nodded. "My memory has indeed returned, and I take it you have heard of my escape."

"We didn't give him much choice." Ultear said, getting a little too close to Jellal for Erza's taste.

"Don't drag me into this, it was all you Ultear." Meredy said happily.

Juvia looked like she was going to attack Meredy, who simply waved hello, immediately calming the water mage down.

"Ok, so am I busting them or something?" Ben asked, going for the Omnitrix.

"Don't bother, they're not our enemy's anymore." Grey stated firmly.

"Yes, I committed many sins in Grimore Heart." Ultear admitted. "So many I doubt I can atone for all of them, so I've decided to bring peace to those I've hurt until the day I die."

"You've risked so much for him." Wendy commented.

"That's because he's one of the people I've hurt." She admitted.

"No, we have no quarrels with any of you." Jellal explained. "In fact we want to help."

"Help how?" Natsu asked confused.

"Due to recent actions," Jellal began, this directed at Natsu. "We've decided to form a new guild, independent from traditional formats, Crime Sorcière." Jellal explained.

"Independent how?" Lucy asked.

"Our goal is to end Zeref and all dark guilds." Jellal admitted. "We believe we have gained the ability to sense where he is due to our involvements, and our most recent trace is in Crocus."

Now Ben was fully interested. Zeref was a dark wizard of unrivaled power that existed centuries ago. However recently Fairy Tail found out Zeref has immortality and hasn't aged since.

"Discretion is our primary goal and you will be paid like any other job if you help us." Ultear explained.

"OK, not that this doesn't sound good, but why don't you guys become official?" Ben asked confused.

"We have no intent of becoming an official guild by standards of the magic council, especially during recent events." Meredy explained.

"What do you mean recent events?" Ben asked skeptically.

"During your absence, a new guild has emerged called Guiding Light." Jellal began. "Its sole goal is to destroy every guild in Fiore, and overthrow both the King and Magic Council."

"WHAT?!" Everyone shouted in confusion.

"Guiding Light is under the impression that they are the only guild in existence that isn't a dark guild, the royal family is incompetent, and that the magic council is corrupt and incomplete." Ultear explained. "Because of which, they've taken down several legal and dark guilds in the past 5 years."

"How many is several?" Lucy asked scared.

"Far too many." Jellal answered. "From what we can gather, Guiding Light sends one of its members into a guild undercover to destroy it from within."

"Like that Rika girl?" Grey asked.

Meredy nodded. "And recently, we believe they've planned something big for the Grand Magic Games."

"That means we have to train even harder!" Natsu declared with a burning passion.

"There is an alternative." Ultear explained. "There is a spell I know that can grant you all second origin through my Arc of Time."

Everyone looked at her in shock, except Ben who asked. "What's second origin?"

"With it, a wizard can access more power than before." Grey answered.

"And something for you too Benjamin." Ultear said, stepping forward. "We know of your origins."

"You guys have been spying on me?" Ben asked with a raised eyebrow.

"For safety reasons, yes." Meredy nodded. "We initially thought you were a member of Guiding Light, but you proved us wrong almost instantly."

"So what do you guys have in mind?" Ben asked.

"Using Arc of Time, I'll be able to change the Omnitrix back to the way it was." Ultear explained.

"Do it, I want to fight Rath." Natsu demanded grabbing Ben's wrist and pointing the Omnitrix at Ultear.

"You just want to get rid of Megahurtz." Lucy said flatly.

"Same thing." Natsu countered.

Ultear raised her hands and her eyes turned a vibrant purple coloring. An energy sphere covered the Omnitrix, however no sooner than she did, a series of green energy bolts collided with the spell, cancelling the two out.

"Uh, what was that?" Lucy asked.

"From what I can tell," Ultear began. "The Omnitrix has the ability to reject time based effects."

"OK, that's a new feature." Ben commented.

"You didn't know about that?" Juvia asked confused.

"Does it look like this thing came with an instruction manual?" Ben countered.

"He's got you there." Lisanna admitted.

"No matter." Ben said, upset he couldn't have his old forms back. "I've saved the day before with a reset Omnitrix, I can do it again."

"A noble point." Jellal said, then turned to the others. "You are all certain this is what you want?"

"Of course." Natsu confirmed excitedly.

"Be ready, while this power will grant you your strength, you will endure pain like you never have before." Ultear warned.

"Don't worry, I can take it." Natsu boasted proudly. "By the way I'm totally ok with you pretending to be a girl."

"What do you mean pretending?" Ultear demanded angry.

"What?" Ben asked.

"Long story." Grey answered.

Roughly five minutes later, Natsu was covered in glowing red ruins and on the ground.

"I can make it." Natsu groaned through his teeth.

"I think I'll skip this kind of training." Lisanna said, slowly leaving.

"I don't know if I can endure that kind of training." Levy commented, hugging Wendy, frightened.

"I think I'm going to cry." Wendy said, unaware tears were already rolling down her face.

"Hey where's Erza?" Grey asked.

"She and Jellal are having some private time somewhere." Happy answered.

"I think you and I should do the same Grey." Juvia exclaimed happily, dragging the ice wizard.

"Nice try Juvia." Grey said flatly.

Meanwhile down the beach, Erza and Jellal were watching the sunset.

"So, you remember everything that happened, even Nirvana?" Erza asked with a bit of uncertainty.

"Yes, I remember it all, Nirvana, you, the Tower of Heaven, even Simon." He said the last part with more sorrow than the rest. "I killed him with my own two hands, and I just laughed as he fell."

"Is it accurate to say I'm speaking with the Jellal I knew as a child?" Erza asked.

"I'd be happy if you thought of it that way." Jellal admitted, not looking at her. "I also wouldn't blame you if you wanted to kill me for my actions."

Do you honestly believe Simon would want that?" Erza asked rather harshly. "What about all the good you're doing with your new guild?"

"Don't get me wrong, Crime Sorcière is a start and I hoped it would grant me peace," Jellal began. "However given everything I've done with the Tower of Heaven can't be undone so easily." He said, still sulking. "Perhaps it's best I did die."

At that, Erza slapped him hard. "You'd be satisfied with the coward's way out!" She demanded.

"It's because I don't have the strength to continue this." Jellal admitted, not looking at her.

"You think you need to be strong, life itself gives us strength." Erza reminded angrily.

Jellal remained silent.

"I don't see the old Jellal before me." Erza shouted, on the verge of tears. "The Jellal I knew was full of life and would NEVER give up!"

"Maybe he's dead then." He said offhandedly.

Erza grabbed him by the collar and lifted him up. "SNAP OUT OF IT!"

Just then, the two were sent rolling down the hill, as the local flowers released spores, lighting the way. Eventually they stopped, with Jellal on top of Erza, their lips inches away from each other.

"You always know what to say, don't you?" Jellal asked.

"That's not true and you know it." Erza commented, her face slowly bringing a smile around.

"Erza," Jellal began after a moment of silence.

"I thought I'd never see you again." She admitted.

After another moment of silence, Erza lightly grabbed Jellal by the face and slowly brought it closet to her own.

Almost instantly, he broke it off and stood up. "Erza, I can't I have a fiancé." He blurted out quickly.

"What?" She asked confused, immediately getting flustered.

"I'm sorry, I didn't tell you." Jellal admitted.

"Congratulations," She said, incredibly awkwardly.

Later on, as the others were given their power boost, Erza was walking alone, needing some time to herself.

"Fiancé," she asked herself, then chuckled. "He's still a horrible liar."

Maybe, it's best this way, for now this is our story." Erza said to herself, brushing her hair out of the way.

"Hey Erza, look at my drawing." Happy said, getting the woman's attention. In the sand, Happy drew a heart with a crack going down it. The blue cat did his best to hold in his laughter. Erza's response was punting the Exceed a good half a mile.

"You know she doesn't believe that whole fiancé bit right?" Ultear asked Jellal from their cave hideout.

"It's better this way." Jellal admitted reluctantly.

"Keep telling yourself that, and maybe you'll believe it yourself." A fourth voice said.

Everyone turned to see an familiar sight, the unofficial fourth member of Crime Sorcière, and time travelling ally of Ben Tennyson, Professor Paradox.

"You could have told us the Omnitrix was immune to Arc of Time." Meredy said rather upset.

"My apologies, it wouldn't be convincing if I didn't." The professor explained in his grandfatherly tone. "It's a little something I helped Azmuth with when he developed the new Omnitrix."

"But why didn't you come with us to meet Fairy Tail?" Jellal asked. "I'm certain Ben would have loved to know you're here."

"True, but then he most certainly would have wanted me to send him home." Paradox explained, unhappy with his own decision. "However he needs time to bond with Fairy Tail, and they will be needed to save both this world and Ben's."

"Yeah, from a threat not even you can see coming." Ultear complained, hearing this before.

"Ultear, we've been over this," The professor explained yet again. "Something is going to happen during this year's Grand Magic Games and because of it, I can't access that portion of time without ripping a hole in the space time continuum."

"Be that as it may," Jellal said, standing up. "Let's hope they can stop it."

"You and me both Jellal." Professor Paradox admitted, for the first time in his immortal life, uncertain of future events.

**-Omnitrix Database-**

**Species name: Raptorian**

**Hero Name: Wing-Storm**

**Home world: Curenta V**

**Abilities: Wind Generation, Flight, Strong Talons, Binocular Vision**

**Description: High fliers, these Aliens are expert hunters and are know to catch there prey almost instantly. However a key weakness is their fear of their natural predator, the Airacnide.**

**Species Name: Rotton Sapien**

**Hero Name: Dread Wood**

**Home world: Florana**

**Abilites: Chlorokineses, wood constructs, extendible limbs, toxic immunity, durable armor**

**Description: Nicknamed the Anur weeds, Rotton Sapiens, are creatures created from an illegal dumping operation from Anur Phatos. However with help from the Galavans, they've been able to flourish into a peaceful civilization. **

**Species Name: Frequenzor**

**Hero Name: Megahurtz**

**Home world: Pulsious X**

**Abilities: Durable Armor, Sonic Blasts, Frequency manipulation**

**Description: Living sound waves trapped in armor, these creatures are believed to have powers on par to Sonarians. However this theory is never proven on account of possible planetary destruction.**

**And done with chapter 2. This took a lot longer than expected and I ended up rewatching that episode of Fairy Tail to be somewhat accurate. Also I did throw in Paradox to make the plot a little more interesting. It's what I do. Plus, the whole Omnitrix is immune to time powers will play a key part later in the story. So leave a review.**


	3. Chapter 3

**Ben 10: Guild Mage**

**Chapter 3: A Day in the Capital**

**This story is getting a lot more popular than I had initially thought. But on a serious note, I won't be accepting any Original Alien designs for a while. I've already got the 10 aliens Ben has access to figure out. But don't worry, yes he will eventually get a dragon form, and several of the real aliens will show up during the Grand Magic Games. Which ones however, I'm not telling, and they won't show up until after the last of my OC aliens show up. And by popular demand, it's looking like Ben will be paired with Kagura.**

Crocus, the capital of Fiore, was filled with energy of all kinds, for tomorrow, was the opening day of the X791 Grand Magic Games. Streamers will wrapped around buildings, fireworks going off in the midday sun, and the local stores were filled to the brim with merchandise ready for sale. To several children, the best part was seeing the game's mascot Mato, walking around, all silly like. Many adults were more focused on which bets they would win. Yes everyone here was ready for a glorious tournament, and the competing wizard guilds were pumped full of life. With one exception.

"Come on everyone, the games a wait!" Erza declared excitedly, hauling her usual massive cart of luggage, alongside her competing team of herself, Ben, Lucy, Natsu, and Grey, and their reserve member Wendy. Makarov was to her side with Asuka on his shoulders, her parents and several other members of Fairy Tail not far behind.

"Easy for you say." Ben said tired, collapsing alongside the others. While Ben hadn't received Ultear's interesting form of training, he didn't have the same brand of stamina the others had. So with the extra-long walk, and waking up early so the team could get here on time, one could be incredibly drained.

"Come on Mr. Superhero!" Asuka said cutely. "If you can stop evil aliens, you can handle a walk."

"What she said." Makarov chuckled.

"Oh ha, ha, let's all laugh at the guy from another dimension." Ben said dryly.

"Only because you asked" Grey chuckled somewhat tiredly.

After checking into the hotel, Honey bone Lodge, Makarov rounded up his children of sorts into the main bar area.

"Alright everyone," Makarov began, with Ben off to his side. "We have reason to believe that Malware is somewhere here in Crocus, in the care of my idiot son, Ivan."

"Hey Gramps," Natsu interrupted. "Why'd he get kicked out of Fairy Tail again?"

"Wait, Ivan was a member of Fairy Tail?" Lucy asked confused.

"Yeah, thinking about it, Natsu's right for a change." Grey admitted. "Didn't he try to kill Gildarts or something?"

"I'm sorry my children." Makarov began, clearly upset. "But that is a story I can't explain now."

"Anyways," Ben interrupted, immediately seeing the master's discomfort. "Malware might look powerful now, but his true strength lies within his ability to absorb technology."

"That is the problem." Erza pointed out, "There isn't much technology in this realm so Malware won't get much stronger."

"Except, Malware's different from other Galvanic Mechamorphs," Ben explained. "For all we know, he can absorb magic."

"A disturbing thought." Carla commented, "Especially if he gets his hands on the Omnitrix."

"Even more so," Makarov explained, still distraught. "I have a reliable source that has told me Raven Tail was at one point a dark guild, obtaining legalized status through questionable means."

"So we don't expect them to play fair during the games." Natsu shrugged offhandedly.

"It's worse than that." Makarov explained, pausing in sorrow. "Ivan has always been a strategist, in fact it's a miracle he hasn't destroyed Fairy Tail while we were gone."

"So why hasn't he made a move?" Levy asked confused.

"Of that, I don't know for certain." Makarov admitted, though within the pits of his stomach, Makarov had an idea, but kept quiet, not knowing how the others would react to it. "But the fact remains, we can't act rashly, nor can we reveal any details about Malware."

"Wait, why can't we?" Ben asked confused.

"I agree Master, the magic council and the Rune knights will surely want to know about this." Erza stated.

"Erza, you initially didn't believe Ben was from an alternate dimension, despite the fact you saw Malware yourself." Makarov reminded. "Coming from the guild known for irritating the Council, especially Doma, who would believe us?"

"I really can't blame you for that." Ben admitted.

"Hey, we're not that bad!" Natsu countered.

"I'm sorry, but the day I met you, didn't you wreck all of the ports in Hargeon?" Lucy asked sarcastically.

"That was accidental; it was a one-time thing." Natsu assured her.

"Coming from you Natsu, that doesn't boost my confidence." Makarov thought flatly.

"There's no point in sitting around." Grey said, full of confidence. "We should enjoy the day, and learn about our potential competitors."

"Agreed." Makarov said. The competing team left, with heads held up high.

"Huh, probably should have told them." Makarov said offhandedly. "Well, they'll find out during the games."

"Do they have anything like this in your world Ben?" Wendy asked, looking up at the dimensional traveler.

"Something like this, it's called the Olympics except it changes location every time." Ben admitted.

"Be kind of cool to see it." Lucy said, hopefully.

"Hopefully there is a chance I can go home and Gwen and the others handled Servantis." Ben admitted, with slight hurt in his tone. Everyone could tell Ben was hurt. He was blasted into another dimension during an important mission, and when a mad man was trying to kill him. Even if any other Plumber would have shown up in time, would it have helped?

"Don't worry, if Gwen and Rook are even half as strong as you say, they'll take crab cakes down no problem." Natsu assured his friend.

"Yeah, Argit on the other hand." Grey said, turning around. He accidently bumped into Erza while doing so. "Sorry Erza." Grey apologized.

However, the queen of the fairies didn't move. Her eyes were locked forward in the distance.

"What's wrong with her?" Ben asked confused.

Lucy put two fingers near Erza's eyes, and then moved them forward, to see the obvious answer.

"Crocus' Cake and Candy Castle?" Wendy read the name of the sweets shop out loud. The building was of decent height, however it looked a great deal larger because of the strawberry parfait decoration on top.

"I have only heard of this store in myths and legends." Erza admitted quietly, slowly walking forward to the store. "This lone store has a masterful assortment of cakes and candies." Her eyes soon were filled with tears of joy, then Erza dropped to her knees. "And most of all, they are rumored to have golden strawberries on a biyearly basis."

"What's so important about golden strawberries?" Lucy asked the question on everyone's mind.

"WHAT'S SO IMPORTANT?" Erza demanded. "Golden Strawberries are a delicacy of unrivaled sweetness that only blooms once every thousand years." She immediately turned back to the store star struck. "Apparently the owners come from a long line of plant and fruit magic users and have masterfully preserved this substance."

"It must be popular." Ben commented.

"See, Ben understands." Erza said triumphantly.

"No, they have a second line meant for Golden Strawberry dishes." Ben pointed to a second door with a sign explaining just that. However Erza's heart stopped when she saw two things. A line going down the block, and most frightfully of all, a single sentence written under the sign: Limited Supply only.

"I must have this cake!" Erza said, on the verge of tears.

"You go wait in line, we'll look around." Lucy assured the girl.

"Yes!" Erza cheered.

"Just save us some cake ok." Natsu said.

"YOU WILL GET NOTHING AND LIKE IT!" Erza shouted, her face larger than anyone, then she turned to Ben. "Don't forget the important information I gave you."

"Yeah, yeah." Ben sighed. "If I see a strange perfume obsessed guy from Blue Pegasus named Ichiya, I should avoid him like the plague."

"Good." Immediately after she said that, Erza dashed away, in hopes of getting in line for her cake.

"She's really into sweets huh?" Ben asked astonished.

"Aye, that's Erza for you." Happy sighed.

"C'mon, let's see who our competition is." Grey said, turning away.

"Yes, completion to win the fair heart of Juvia." A strange person said, coming down the street. His most striking feature was his icy blue spiky hair.

"Oh, hey Lyon." Grey said, somewhat cheerfully. Lyon was an old rival of Grey's during his time with Ur. The key difference between the two wasn't only the style of Ice make magic, but the boy was obsessed with surpassing the woman. However Leon's drive was so intense, he attempted to release a powerful demon called Deliora, being that Ur could only seal the demon, not kill it. However that was revealed to be a bust, and Grey kicked his ass a bit, then he and his cohorts rejoined a guild, Lamina Scales.

"Oh right, Lamina Scales is competing too right?" Lucy asked.

"And this year we have a secret weapon." Lyon said, somewhat smugly. "Master Ooba is allowing Jura to compete this year."

"Seriously!" Everyone with the exception of Ben shouted afraid.

"Uh, who?" Ben asked Lucy quietly, trying to cover the fact he wasn't from around here.

"He's one of the 10 wizard saints," Lucy answered. "Jura's strength is on par with the Master's."

"And who is this?" Lyon asked with intrigue towards Ben, getting a little too close for comfort.

"He's Fairy Tail's secret Weapon." Natsu said, putting himself between Lyon and Ben. Lucy was incredibly grateful for Natsu's impulsive nature for once. With that, they wouldn't have to explain too much.

"Really?" Lyon asked surprised. "A newbie like him?"

"Yeah, got a problem with it?" Grey challenged.

"Certainly not." Lyon returned with the same tone. Just then, something grabbed the back of Lyon's collar, pulling him back.

"C'mon Lyon, we have to meet the others." A young girl gripped. The Fairy Tail mages moved forward to see a young girl in a blue and pink dress and her red hair was tied up into pigtails hanging off of Lyon. Strangely to the senior members of Fairy Tail, she reminded them of someone else.

"Have we met?" Happy asked.

"This charming little girl." Lyon groaned, pulling her off. "Is Shelia, Sherry's cousin."

"Hi." Shelia said, joyfully.

"No wonder she looks familiar." Lucy stated.

"Hey, Lyon, you run into anyone from Excalibur's Glory?" Grey asked.

"Unfortunately, yes." Lyon groaned, with Shelia looking the same. "Lamina Scales is in the neighboring hotel as those jerks."

"Their guild master tried to bribe us into keeping Jura on the sidelines." Shelia said, with an angry look on her face.

"However, there is one that doesn't seem to take after the others, I believe his name is Arron." Lyon stated, thinking back. "He's been with the guild about two years and clearly doesn't share their creed."

"Why's that?" Ben asked confused, from what he heard from Harold, they were all money hungry snobs.

"I'm not certain, though I do know he must be powerful." Lyon admitted. "From what I understand, he's the guild master's apprentice."

"So we'll be seeing him in the games?" Natsu asked, more concerned with who he was going to punch in the face next.

"I don't believe so," Lyon said, uncertain. "If memory serves, he's their reserve player."

"Makes sense, keeping a secret weapon on to the side until needed." Lucy commented.

"I agree full heartedly." Lyon admitted, then Shelia grabbed him by the sleeve.

"Lyon!" Shelia reminded.

"Very well." Lyon sighed. "I will see you on all on the battlefield."

"May the best guild win." Grey agreed.

"We plan to." Lyon commented with a bit of smugness in his tone, as he and Shelia left.

"We are so kicking their butts." Grey commented, later on as they explored.

"Aye!" Happy agreed happily.

Just then, a magic bullet landed right in front of the team. Wendy was so shocked she jumped right into Ben's arms.

"Sorry 'bout that." A rather loud and friendly voice said. "I guess you Fairy Tail flies aren't as quick as everyone thinks." The mystery voice chuckled with comedic sarcasm. Everyone turned to see a 20 year old man dressed in black pants and boots, wearing a blue t-shirt, and red vest. His black eyes were covered with black rimmed glasses. His dirty blond hair was pulled behind a bandana.

"I don't believe it, hey Silver." Natsu said happily.

"Ok, who is he?" Lucy asked.

"You remember Gramps' old friend Goldmine right?" Grey asked. Lucy nodded, remembering the Guild Master of Quattro Cerberus.

"That antique's my grandpa." Silver chuckled happily. "When I was little, we use to meet up all the time."

"So are you here to compete too?" Ben asked, liking this guy.

"Yeah, but not for Quattro Cerberus," Silver admitted, somewhat sheepishly. "I was tired of always being in Grandpa's shadow, so I joined a different guild, Savage Hunter."

"That guild that specializes in bounty hunting and weapon magic?" Natsu asked, remembering hearing the name before.

"Yeah," Silver nodded. "Because of our specialties, our guild isn't taken seriously too much as a mage guild, so Master Thomas thought it would be a good idea to prove our strength in the tournament."

"Then bring it on." Ben said proudly.

"You're on newbie." Silver boasted.

"Enough!" An older voice boomed. They all turned to see an old man, a foot taller than Makarov come strolling in. His head was bald save for a single curved spike on the back of his head, while body was covered in a green robe with a black wolf over a claw print on the sleeve, more than likely the guild mark. However the feature the Fairy Tail wizards were more freaked out with was the long staff with a turret on top.

"Master Thomas, hi." Silver said sheepishly.

"Back to the hotel Silver, the preliminary round is tonight at midnight." Thomas ordered. "We need everyone at full strength."

"Yes sir." Silver gulped and headed out.

Thomas turned to leave then said. "I know about Excalibur's glory too, I want to see them loose as well." Then he left.

"Weird guy." Ben commented.

"Aye." Happy admitted.

Unbeknownst to the Fairy Tail team, a lone rune knight was observing them in a nearby alley.

"This is Alpha-023." He said over a telepathic link. "Targets are nearing the area."

Makarov sat down at the bar, enjoying a drink with Asuka at his side.

"Master, do you think Ben and the others will win?" Bisca asked hopefully.

"Without a doubt." Makarov commented heartedly.

"You had best hold off on that old man." A calm yet rude voice said. Everyone turned to see a man dressed in the silver armor/ robe look the Rune Knights were famous for wearing, coming in. His dark brown hair was pulled into a spiked ponytail. On his right shoulder armor was a gold print of sword pointed upwards with several silver lines around it. This was Octavius Kaiser, guild master of Excalibur's Glory. To his left was a buff man wearing the same armor except his sword mark was on his chest. His shaved head exposed a long black claw tattoo on the back of his head. This was Razor, one of the members of Excalibur's Glory's elite Noble Arms unit. To the man's right was a rather timid looking boy about 16 years of age. His glasses hid his blue eyes and his black hair was pulled back in a series of spikes, while it was obvious he was uncomfortable in his armor, which had a black guild mark. This was Kaiser's apprentice, Arron Wyvereal.

"Uh oh, what did Natsu do now?" Asuka asked confused.

"These people are with Excalibur's Glory, not the Rune Knights." Makarov corrected, getting off his seat and going up to Octavius. "To what do I owe the pleasure?" Clearly the old man wasn't thrilled they were here.

"What I simply wish to know, is why your guild would even bother to show your faces after how many straight loses." Octavius asked, his smug smile never wavering.

"We have our reasons." Makarov answered, his tone firm.

"Well I simply wish to point out, your efforts are wasted, and Excalibur's Glory will win without doubt." Octavius said. "After all, a ragtag group of ruffians such as yourselves don't deserve to be called a guild."

"No way, we have Erza, Natsu, and Ben with us this time." Asuka boasted, running up.

"Is that so little girl?" Razor asked getting incredibly close to her face, revealing serrated teeth. Asuka was so frightened she dashed behind her father's leg in record time.

"You had best watch what you do to my children." Makarov threatened Razor, growing slightly.

"I will use whatever tone I wish old man." Kaiser said, his tone never wavering. "After all, your time is nearly over old man."

"Um, maybe we should be heading out now." Arron said, slightly nervous around Makarov's Killer intent.

"Arron we do not show fear." Octavius reprimanded.

"But master." Arron tried to reason.

"No exceptions." Octavius shouted angrily. It almost looked like Arron was about to hide in his armor like a turtle in his shell.

For a moment, Makarov stared at Arron in curiosity and fear.

"We best be on our way." Octavius said, smugly. "Oh, Makarov, I'm sorry about your original guild hall, such a fine building." As he turned he said. "It will make a fine place for my superior guild."

"You wouldn't dare!" Makarov snarled.

"The deal goes through after the games, try and stop me." Octavius chuckled. Arron stopped momentarily and looked back apologetically.

After the three left, Makarov slammed his enlarged fist into the ground, taking out several tables and a wall.

"Those arrogant jerks!" Alzack shouted angrily, trying to settle his daughter.

"Master, what happened?" Macao asked, noticing Makarov's curiosity before.

"I sensed a familiar power inside the boy." Makarov explained. "So now the kids have to win, we'll need the money to buy the guild hall back!"

"What's so important about the original guild hall?" Wakaba asked confused.

"A great secret of Fairy Tail my children, one of which I cannot share." He reluctantly admitted.

Ben and the others were walking peacefully down the street, as the sun began to set, avoiding the massive crowds the best they could.

"Come along then Wendy." Carla said, trying not to lose sight over the girl.

"I'm trying." Wendy groaned. Eventually she bumped into someone. "I'm sorry." She apologized.

"As am I." The woman she bumped into stated. Wendy soon became incredibly fearful of this woman. She was roughly Erza's age with dark purple hair which was held back by a white headband with a single bow, and piercing hazel eyes. She wore a white blazer with gold trim and red shoulders, reminding her of a suit dress. She wore long black tights tucked under her matching white boots. What frightened Wendy the most was her sheathed sword.

"Hey Wendy, you OK?" Ben asked, making his way through the crowd.

"Uh, yes I am." She said nervously.

"I mean you no harm child." The girl insisted. "My name is Kagura of Mermaid Heel."

"Oh, uh hi." Ben offered, a little uneasy around this girl. "I'm Ben, this is Wendy, Carla, Happy, Natsu, Lucy, and Grey."

"I know well of your guild Fairy Tail." Kagura admitted. "A friend of mine mentioned you before, though where is Erza?"

"She's off in line for golden strawberry cake." Lucy admitted.

Just then a series of black and white energy blasts shot into the air, getting everyone's attention. Everyone turned to see a crowd of people chanting.

"Awesome, a fight." Natsu shouted happily, running forward.

"Let's make sure he doesn't kill someone." Lucy groaned, running after Natsu, alongside the rest of her guild.

"Why would Fairy Tail have that boy in the games?" Kagura thought to herself, referring to Ben sensing no magic. Deciding to see for herself, Kagura followed the Fairy Tail Team.

After pushing through the crowd, the team saw two people beating the stuffing out of several other competitors. What caught everyone's attention was they both had the mark of the Guild Sabertooth, the current number one guild. The first person was tall with spiky blond hair and a single crystal earing off one ear. He wore a grey sleeveless shirt under a blue and gold vest with a feathered trim. He wore black and white pants that connected to his shirt by straps. A white guild mark was on his left shoulder. This was Sting Euclciffe, the light half of the Twin Dragons of Sabertooth. The other person had shaggy black hair that hid a portion of his face. His clothes were mainly hidden by a black cloak with gold trim. His sleeve also bore the Sabertooth mark. This was the dark half of the Twin Dragons, Rogue Cheney.

"That's right, you all saw it." Sting shouted triumphantly. "Sabertooth is, was, and always will be number 1!"

"Here I thought you were loud." Grey said to Natsu.

"Well I'll be, Natsu Dragneel." Sting said, walking up to the fire dragon slayer. "I heard you had returned, but I didn't think you'd show your face in the games."

"You know me?" Natsu asked confused. "Because I sure don't know you." This statement caught everyone's attention in the crowd.

"Yeah, it's hard not to know about Fairy Tail's so called dragon slayers." Sting taunted. "To think I at one point looked up at you, and Rogue here looked up to Gajeel."

"It was more of a curiosity." Rogue corrected.

"What's your point?" Ben asked, clearly angered at this guy.

"My point is, if he really was a dragon slayer, then he could have killed Acnologia no problem." Sting said smugly. Ben was floored at Sting's comment. Acnologia was a massive black dragon of unrivaled strength said to not only be a creation of Zeref, but a herald of the Apocalypse. In fact, Gildarts, Fairy Tail's most powerful mage lost an arm, leg, and an organ to him. Acnologia was also the reason Mavis had to seal everyone in the Fairy Sphere for seven years on Tenrou Island. Heck, from what Ben was told, he wasn't certain even Atomix or Way Big could stop the dark dragon.

"You wouldn't be saying that if you were there." Lucy commented, showing signs of fear, reminded of the events.

"Seriously, the thing took down our master no problem, and you don't even want to know what happened to Gildarts." Grey reminded.

"Doesn't matter if we were there or not." Sting boasted, turning his attention to both Natsu and Wendy. "The fact is Rogue and I are true dragon slayers." He then smiled wickedly. "We killed the dragons that taught us our magic."

"You killed your own parents?" Natsu questioned angrily, flames building up.

"Yeah, they were sick so we ended them." Sting commented, still not caring.

"So that makes you better?" Ben asked, still angry. "You two are cowards."

"What was that?" Sting demanded with grit teeth. The crowd backed up in fear.

"Fairy Tail fought Acnologia at full strength, and survived with minimal injuries, something one of the 10 wizard's saints couldn't do." Ben said, still mad. "You took the cheap shot when your parent's were down."

"You take that back." A voice demanded. Ben looked down to see two more exceeds. One was dark red furred with a blue vest on, the other was green with a pink frog costume on. "Sting and Rogue the best there is."

"Fro thinks so too." The pink frog suit wearing cat said.

"Other cats that talk?" Happy shouted confused.

"You're surprised why?" Carla asked flatly.

"And what makes you so special?" Rogue asked, slightly angered.

"I'm a superhero." Ben said prideful. Kagura, Sting, Lector, and Rogue just looked at him flatly.

"Really?" The green one asked with wide happy eyes.

"Frosch, he's making this up." Rogue said flatly.

"Super heroes don't lie." Frosch commented.

"Well then Mr. Superhero." Sting said, charging up a white energy blast. "Let's see how you deal against a third generation dragon slayers!" Ben instinctively went for the Omnitrix. Sting swung his arm and shouted. **"White Dragon: Holy Fang!"** At that, Ben was covered in a massive white energy flare.

"BEN!" Fairy Tail shouted in either fear or anger. Kagura immediately went for her sword at her hip, however she had no intent of taking it out of its sheath.

"Well then Mr. Third Generation Dragon Slayer." A ghostly voice said in the flare, catching Sting's attention. A crystalline fist slammed into Sting's face, causing the attack to cancel out, and the white dragon slayer to go flying. In place of Ben, was a ghostly white energy figure with obsidian crystals for hands, sapphires on the end of his wraith tail, topaz crystals around its waist, amber on the shoulders, and rubies on top of his head, arranged like horns. It had two emerald eye shaped crystals where its face should be. On its shoulder was a rainbow colored Fairy Tail guild mark, and the Omnitrix disc on his chest. "Let's see how you deal against **Spectrum**!"

"Cool." Frosch said star struck.

"How did he do that?" Kagura demanded surprised.

"Let's take them." Natsu shouted mad.

"No, he's mine." Spectrum ordered, swinging his arms releasing a multicolored energy blast. Sting sprung up, and swallowed the attack whole, however.

"That's disgusting." Sting said, completely repulsed, his eyes watering. "All those flavors are just overpowering."

"Flavors?" Wendy asked confused.

"I get what he's saying." Natsu said, getting everyone's attention. "It's the same when I ate either Macao or Totomaru's flames, the different colors have different effects."

"Why does that make sense?" Grey asked, floored by Natsu's rare sense of reason.

Sting got up and attempted to punch Spectrum, only for his fist to pass through the alien's body. Spectrum returned the favor, however Sting blocked it.

"I'll show you the true power of Sabertooth!" Sting shouted getting mad.

"Need help?" Rogue offered.

"Not this time." Sting ordered upset.

"Sting can't lose." Lector shouted, tearing up.

"Fro doesn't know." Frosch admitted.

"For once, I hope Ben goes Megahurtz." Natsu admitted, watching as Ben and Sting clashed.

"Mega what?" Kagura asked confused.

"It's another form of his." Grey answered offhandedly.

"I think Ben wants to show Sting what he can do." Lucy answered, noticing Ben made no attempted for the disc.

**"White Dragon's Claw!"** Sting swung his fist forward, releasing a laser blast at the ghost like creature. Spectrum spun his body around, dodging the attack, then charged forward and locked hands with the Sabertooth dragon slayer.

"This guy's good." Rogue admitted, impressed.

"He is a super hero." Frosch said happily.

"Sting's not going down that easily." Lector reminded.

"Any stupid comments before I stop going easy on you?" Sting groaned, tempted to unleash his secret weapon.

"Just one: Why are you hitting yourself?" Spectrum asked.

"What?" Sting asked confused. Then Spectrum moved his arm so Sting's own arm hit him in the face, hard.

"Dude seriously, why are you hitting yourself?" Ben laughed as this continued.

"He is not seriously doing that?" Carla commented flatly.

"Sadly, yes he is." Lucy answered. Wendy and the others couldn't help but laugh at this. All the while Kagura was just floored at Ben's actions. However there was something she couldn't deny, this boy was powerful.

"Ben Tennyson, I could use your help." She thought with another person on her mind.

"I'm not doing anything Sting's the one hitting himself." Spectrum laughed.

Infuriated, Sting locked his muscles, pivoted, and threw Spectrum and placed his hands together. "This will show you to respect a true dragon slayer **WHITE** **DRAGON"S HOLY RAY!"** He pulled his hands apart and released a series of energy waves at the airborne alien. Spectrum raised his arms in an attempt to absorb the attack, however Sting's fury made it so the rays would coming too fast.

"Sting that's enough." Rogue said, trying to calm him down.

"No, he's a dead freak." Sting roared angry.

"Sting!" Lector shouted, on the verge of tears.

"Alright big fella, no more Mr. Nice Alien." Spectrum flew down and phased through the ground. He came up and slugged Sting with a powerful uppercut.

"Now let's see how you like it!" Sting demanded. **"WHITE-"**

"Don't even think about it." A calm, yet menacing voice demanded. The Sabertooth members froze up in fear at this tone. Everyone turned to see a woman wearing a blue Chinese dress and her black hair pulled back into an interesting assortment of braids similarly to a geisha. Her blue eye shadow gave her eyes far more menacing effect. Her guild mark couldn't be seen, however everyone in the crowd knew who she was. This was Minerva Orlando, the strongest woman in Sabertooth, and the guild master's daughter.

"Sting, who said you show off all of your moves in a street fight?" She asked calmly, though it sent shivers down everyone's spine.

"I, he." Sting tried to explain.

"Hotel, all of you, now." Minerva ordered. Without question, the Sabertooth mages and exceeds left.

Scary lady." Grey commented, as Spectrum landed, slapping the Omnitrix, turning back to Ben.

"You should be fortunate I don't tell my father about this." Minerva said to Sting once they were far enough away.

"I had him." Sting grumbled.

"Keep telling yourself that." Minerva scoffed. "For now, we keep an eye on Fairy Tail's enigma, Ben Tennyson."

"What do you mean enigma?" Rogue asked confused.

"I have a reliable source that tells me Ben joined Fairy Tail two weeks ago." Minerva commented.

"What else do you know?" Sting asked interested.

"Before two weeks ago, nothing." Minerva answered. "That's part of the mystery."

"I do hope you're proud of yourself Benjamin." Carla commented, as Fairy Tail walked away. "We have enough to deal with Raven Tail, now we'll more than have to deal Sabertooth."

"Next time, I get to fight those two." Natsu shouted with a pout.

"Ben Tennyson, how did you do that!" Kagura asked, running up.

"What, the whole transformation thing?" Ben asked calming down a great deal. "Sorry, I'd tell you, but I'm afraid you'd steal my tricks."

"Tell me!" She demanded, Kagura then noticed the large brace on his arm with a similar symbol to the disc Ben was wearing while transformed.

"This has something to do with your bizarre transformation doesn't it?" Kagura demanded, grabbing Ben by the Omnitrix. Just then a woman in a long white cloak ran into Ben, breaking Kagura's hold. Despite her hood up, Ben noticed a few locks of green hair.

"My apologize." The girl said respectfully. She turned to run, not looking back.

"What's her problem?" Lucy asked. However her question was soon answered by a series stereotypically dressed thugs.

"Halt girl, you are going with us one way or another." One guy said like a bad actor, brandishing a spear.

"Wow, awful dialogue." Ben stated, unimpressed.

"Well let's do this." Grey said, slapping his fist into his palm.

"Let's see these losers pick on Slam Tail." Ben said, activating the Omnitrix. He slapped the dial, however instead of a massive lemur, Ben was transformed into a little brown mole. It stood on his hind legs and wore a grey work jumpsuit which had a proportionate Omnitrix disc on his right upper body, and a yellow hard hat with a green Fairy Tail guild mark on it. His most promenade feature revealed would be his rather long shovel like claws and plow like buck teeth.

"Oh dear, **Underbite**, really?" The mole like alien asked with a tone one had with a cold.

"Ha ha, Ben's all tiny." Happy laughed.

"You forget, I'm still bigger than you." Underbite said, turning around, reminding Happy that he was half a foot taller than the exceeds.

"Oh, that's right." Happy said with a sweat drop.

"He's adorable now." Kagura thought, resisting her desire to squealed.

"Well then, looks like it's time to play whack-a-mole." The spear leader said, thrusting his spear forward. Underbite opened his jaws open and bit into the spear shattering it.

"No, It's Hero Time!" Underbite shouted as triumphantly as he could. He took a swipe at the leader with his rather large claws.

"Why does no one listen to me when I say that saying is stupid?" Grey questioned himself as he made a cold Excalibur to do battle.

"Cause your wrong on so many levels." Natsu shouted, covering his fists in fire. The two had to quickly move as Kagura swiped the oncoming goons with her still encased sword. The attack left a decent sized crater in the ground.

"Girl warn us before you swing that thing." Natsu shouted mad.

"Then be more aware of your surroundings." Kagura shot back. "This is the fate of all who challenge Archenemy."

"I guess you do have a reason to fear her." Lucy told Wendy, pulling out the Proto-whip. She twisted the dial and pressed the activation button. However this time, the guard folded forward, then extended.

"I totally forgot there's a blaster mode on this thing." Lucy commented, then shrugged. She pointed the weapon and shot forward, however Lucy's aim was off and nearly hit Underbite.

"Not cool." The mole said turning around.

"I'm new with this mod." Lucy said apologetically.

"Rah!" One guy leapt at the alien.

"Bye." Underbite spun at high speed and burrowed underground. He shot up several feet away and rocketed into a goon, then dove right back down.

"Great idea." Lucy said, reaching for her keys. **"Open Gate of the Maiden: Virgo!"** Out of the ground, the pink haired French maid clad spirit shot up with her chains on.

"You summoned me Princess, am I going to be punished?" Virgo asked with her usual happy tone.

"No, but you can punish them!" Lucy shouted, infuriated Virgo still wanted to be punished.

"Get the maid, she's hotter!" One of the remaining guys ordered. Virgo turned on her heel and swung her arms, wrapping the last six in her chains.

"Time for punishment." Virgo said. An orange rune opened up at her feet and Virgo shot into the ground, pulling the goons around as she burrowed through the ground. The maiden stopped and the goons were thrown into a wall, destroying it.

"Way to go Virgo!" Lucy cheered.

The maiden then popped out of the ground and Natsu and Grey couldn't help but laugh at what she said next. "Princess, look at this cute little mole I found." Within Virgo's arms was none other than Underbite, struggling for dear life trying to break free.

"Uh, Virgo, that's my new guild mate." Lucy corrected.

"Help me." Underbite begged. "She's stronger than she looks."

"Just switch forms." Carla suggested.

"I can't, she's covering the Omnitrix." Ben explained.

"But I want to keep him." Virgo pouted cutely.

"Virgo, put him down." Lucy ordered.

Virgo dropped Underbite and said with a rather mischievous smile. "So you do know how to punish me." Then disappeared.

"Well that went well." Underbite groaned. Just the twelve goons got up.

"I got this." Underbite slapped the Omnitrix disc, becoming Dreadwood.

"I can work with this." Dreadwood threw his arms forward and his wrapped the dozen criminals in vines.

"That should hold until the Rune Knights show up." Dreadwood said smugly, then returning to normal.

"Which is sooner than expected." Wendy said surprised, turning to see Lahar and a squad coming through.

"We'll take it from here." Lahar said, trying not to make eye contact with Ben or Natsu.

"We best return to our respective hotels." Kagura said.

"Why?" Grey asked.

"You are aware all competing mages must be in their hotels by midnight correct?" She asked.

"We still need Erza." Lucy remembered.

"Carla and I can go get her." Wendy offered.

"Then we'll see you back at the hotel." Ben said.

As Fairy Tail left, Kagura focused on Ben. "The way he adapts to strategy and his environment, plus his transformations." She gripped Archenemy tightly, with determination and anger. "Jellal doesn't stand a chance."

Meanwhile Lahar was cutting his men free of Dreadwood's vines. "You've all done well, but your acting could have been better."

"Are you certain we should have faked a kidnapping?" Doranbolt asked.

"We couldn't be certain Ben would use all of his transformations during the games." Lahar explained, as the cloaked figure approached them. "I thank you for your aid in this Princess Hisui."

"It was no trouble commander, this Tennyson character interests me and my father as well." She explained.

Back at the Honey Bone, Levy was explaining the rules of the games at the last minute, however one rule really got everyone confused.

"Wait so we won't find out what the challenges are until the end?" Lucy questioned.

"That's right it's a complete pain." Bisca answered. "The year my sugar pistol and I didn't compete, there was a shooting game."

"The year I didn't compete, there was a race." Jet said, equally upset.

"I guess the games will be all the more difficult." Erza said, walking in and wiping the frosting off her lips.

"Hey Erza, where's Wendy." Grey asked confused.

"She was with you, wasn't she?" Erza asked confused.

"No, she went to find you a while ago." Lucy answered getting worried.

"Then we have to find her before." Natsu began, only for Makarov to interrupt.

"Bisca, you Alzack, and team Shadow Gear go find her, everyone else needs to stay here." The Guild master ordered.

"But Gramps." Natsu began.

"No, look at the time." Makarov interrupted. The clock then chimed Midnight and a bright light was shown outside.

"Ladies and Gentlemen!" A massive hologram version of Mato boomed. "It's time for the preliminary round of the Grand Magic Games, the Sky Labyrinth." A massive maze appeared over the whole city. "The first eight teams to reach the center of the maze with compete for the glory of the title Fiore's Strongest guild."

"Oh man." Ben said in awe of the structure as a stair case appeared in front of the hotel.

"Let's go, we have a contest to win!" Natsu shouted with burning passion. "I'm all fired up!"

-**To Be Continued-**

**Omnitrix Data Base**

**Species Name: Aurorian**

**Hero Name: Spectrum**

**Home world: Adamantios Quasar**

**Abilities: Energy blasts, Energy Absorbtion, Flight, Intangibility**

**Bio: One of the strangest beings in existence, Aurorians have incredibly energy capabilities as well as the ability to grow crystals off their own bodies. However this species was once hunted down to be used in generators. An intergalactic war almost broke out over this and would have ended the Aurorian race all together had it not been for First Thinker Azmuth.**

**Species Name: Minersapian**

**Hero Name: Underbite**

**Home world Terravia**

**Abilities: Teeth capable of shattering diamonds, razor sharp claws, incredible digging speed.**

**Bio: Rivals of the Talpaedan species in terms of digging speed, these miners are contracted throughout the universe for rocks and minerals. However they avoid certain worlds rich in brimstone, the one thing their noses can't handle.**

**Ok, now I may take some heat for the fight with Sting and Spectrum, but let me explain something: Slayer mages aren't completely immune to their respective elements, it all depends on the style. It was the same when Natsu fought Totomaru or Zancrow. I figured it would work that way for both Ben and Sting. So please review and starting now, I will no longer accept guest review. All pre-written reviews will remain, but I won't accept anymore.**


	4. Chapter 4

**Ben 10 Guild Mage**

**Chapter 4: Sky Labyrinth Free For All**

"Tax payer's money at its finest." Ben admitted looking around the massive white and red structure above the Fiore capital.

"All we have to do is get to the Domus Flau." Lucy said, pulling out one of her newer Silver Keys. **"Open: Gate of the Compass: Pyxis."** A portly red bird with a compass on its head appeared in a flash of light, and let out a happy sounding caw.

"Pyxis, point the way." Lucy ordered. The needle on the compass spun around at high speeds, until pointing in a direction.

"How accurate is your little friend?" Grey asked, unaware he took his shirt off.

"100%!" Lucy said prideful.

"Then let's go." Natsu shouted, running ahead. "I'm not letting those jerks in Sabertooth get the better of me."

"Natsu, we go the other way." Lucy shouted, getting the dragon slayer's attention.

The maze itself was confusing enough as is, however Pyxis's compass was going crazy, and the bird was feeling sluggish.

"Hey little guy, you ok?" Ben asked concerned.

Pyxis gave its best happy look, and then disappeared in a flash of light.

"What just happened?" Lucy asked confused.

"Move!" Grey shouted as a large purple assortment of needles shot right in front of everyone.

"Well, well, seems you need to work on your aim Nullpudding." An eerie, yet raspy voice said from above.

The team looked up to see five people, three of which had a menacing look in their eyes, however what Fairy Tail was concerned with was on all five of their bodies were Raven Tail marks. The first was a portly guy with purple skin, black spiked goatee, and blonde hair. Given that his body was covered in spikes, it was a safe bet he was the one who launched the spikes, as well as a white and red cloak obviously named Nullpudding. The second person was rather thin and wore heavy amounts of black lipstick and mascara. He had shaggy black hair and tight black long sleeve t-shirt on. The only article of clothing he wore that wasn't black was his green and yellow shorts which revealed black leggings. This emo person was Kurohebi. The lone female of the group had long red hair that was tied in braids around her body and long red dress. Strangely her head was cocked to the side and her vibrant red eyes were locked forward at Fairy Tail in a creepy manor. Her Raven Tail guild mark could be seen on her right breast. This person is Flare Corona. The next person was tall and had blue stitched up skin, in fact his face looked like a puppets, with big black beady eyes, rather large lips and a huge nose. He wore a black cloak and matching top hat. On his shoulder was a strange demonic monkey like creature with a crown of leafs. This was Raven Tail's man of mystery Obra. The next person was cover head to toe in gold armor with black cloak with a feathered trim. His helmet bore a similarity to a tiki mask. This man is Raven Tail's newest member, Alexei.

"So you're Raven Tail?" Grey chuckled.

"Yeah, and the ones going to end your guild." Nullpudding chuckled. He swung his arms and shouted "**NEEDLE BLAST**!"

"Scatter!" Ben shouted. Erza however summoned two swords, and deflected the shots.

"Ben we could really use Slam Tail right about now." Grey said concerned as Kurohebi turned into a small sandstorm and teleported right in front of Grey.

"Already on it." Ben said, activating the Omnitrix.

"Not going to happen." Flare shouted, her hair flew at Ben like a snake at its prey. In doing so, she activate the Omnitrix instead, causing Ben to become Tech-Support, who now had a circuit pattern on the back of his right hand like the Fairy Tail mark.

"Uh, can you let me go?" Tech-support asked sheepishly.

"No chance." Flare said with a wicked grin, lifting Tech-Support off the ground.

"Hang on Ben!" Lucy shouted, grabbing another key. **"Open, Gate of the Giant Crab: Cancer**!"

In a flash of light, a stylish man was summoned. What struck out the most were the six crab legs on his back. "What's up, Ebi?" Cancer asked.

"That girl needs a trim!" Lucy ordered.

"On it." Cancer said, revealing two scissors with orange grips. Quick as lightning, he cut Flare's hair where the alien was restrained and Tech support fell to the platform bellow.

"**Fire Dragon: Roar!"** Natsu shot a powerful fireball at Kurohebi, just as the weirdo was about to attack Grey.

"Alright smart guy, what's the plan?" Natsu said, getting Grey away from Kurohebi, and the two walked up to the alien.

"Given me a moment." Tech support said, as the equations poured into his mind.

"OK, here's what you two need to do." Tech Support said, then whispered the plan to the two.

"Wait, what!" Natsu demanded.

"Seriously!" Grey shouted angry.

"Who's the smart guy, me or you?" Tech support asked, his arms crossed over his arms.

"Fine." They groaned, then turned to face each other.

**"FIRE DRAGON: ROAR!/ ICE MAKE: GEYSER!"** The two attacks shot at the other and created a huge blast of steam.

"What the hell?" Kurohebi demanded. When the steam cleared, team Fairy Tail was gone.

"What?" Raven Tail demanded.

"OK, why are we running?" Lucy asked after Cancer was sent back.

"Because of two reasons." Tech support said. "One, I couldn't get a single read on that armored guy at all."

"Wait, you can get the lowdown on my flames but not this guy?" Natsu asked confused.

"And two, I think that puppet guy had something to do with what happened to Wendy." The Quitmentian explained, getting a shocked reaction out of everyone. "Who or whatever he is, he has the power to cancel out magic, that's what happened to Pyxis."

"So you think, Wendy's in some alley without her magic?" Erza asked concerned. Tech-Support nodded equally upset.

"Those jerks!" Natsu shouted.

"Any idea on where we should go?" Erza asked, trying to change the subject, so Natsu wouldn't give away their position.

"Given the area and layout, we should continue heading North-northwest for about 30 meters." Tech support explained.

Just then a sandstorm appeared in front of Fairy Tail.

"Peek a boo." Kurohebi chuckled darkly.

"Now you didn't think we'd just let you go, did you?" Flare asked sarcastically.

"Of course they did Flare, why else would these cowards run?" Nullpudding cackled.

"Any ideas smart guy?" Grey asked, as all of Fairy Tail surrounded Ben.

"I have one, so Natsu, I apologize in advance." Tech-support admitted.

"For what?" Natsu asked confused.

"Excuse me, uh Flare is it?" Tech-support asked.

"What is it?" She demanded.

"Do you have an alibi?" Tech-support asked, getting a raised eyebrow out of everyone.

"No why?" Flare asked confused.

It was then Tech-support broke out in song. "U-G-L-Y, you ain't got no alibi, you ugly, yeah, yeah you ugly."

"Ok, as comedic as this is?" Erza began, only for Ben to create a force field around team Fairy Tail.

"You arrogant piece of crap!" Flare roared. Her hair then became a wolf like construct. "**HAIR SHOWER-WOLF FANG!"**

The wolf charge at the shield, propelling the team several feet in the air at full speeds. All the while, Erza's childish scream could be heard.

"Clever, real clever." Kurohebi admitted with a frown on his face.

"Malware did warn us that alien was a super genius." Nullpudding admitted, then gave Flare a sinister grin. "I so don't envy you after this."

"Sorry guys, it was the best I could think off." Tech-support admitted loudly.

"Are you kidding, this is awesome." Grey said happily as they were bounced around like a pinball.

"I'm going to be sick." Natsu groaned with puffy cheeks.

"Don't throw up on me!" Lucy ordered. It was then a series of red flashes and continuous beeps were heard. Everyone turned their attention to the red flashing Omnitrix disc.

"Oh you've got to be kidding me." Lucy commented with tears in her eyes.

"Unfortunately." Tech-support groaned, as a red flash converted him back into Ben, and the shield disappeared.

"AW MAN!" Everyone shouted as they fell to the platform bellow, landing on another team.

"Oh, my head." Natsu groaned.

"whose hand is that?" Lucy demanded.

"Sorry." Gajeel apologized.

It was then, Ben's team stood up and shouted. "WHAT ARE YOU ALL DOING HERE?"

"Sorry, it was the master's idea." Mira apologized. To their surprise, alongside Mira and Gajeel was Juvia, Laxus, and most shockingly off all Mystogen. Mystogen as it turned out, was Jellal's counterpart from Edolas. He had been sent to Earthland by accident and had been trying to stop his father's plot to absorb all the magic from Earthland. Realizing he had a counterpart, Mystogen's attire was an incredibly concealing cloak. However his father, King Faust used the magic absorbing Animus to convert all of Magnolia into a massive lacrima crystal, forcing Mystogen, Natsu, Grey, Happy, Lucy, Gajeel, Erza, Wendy, and Carla to Edolas. To save his friends from King Faust's super weapon, he reversed the effects of the Animus, with full intent on taking the blame. However Mystogan's plan was ruined by Natsu beating him to it and allowing Mystogen to "defeat" Natsu in combat for two reasons. 1) To prove people can live without magic, and 2) to reveal the crown prince was alive.

"That's you isn't it J-" Erza began. Only for Mystogen to put his finger to Ezra's mouth.

"What's going on here?" Natsu demanded.

"It's gramps' idea." Laxus admitted, rubbing his head on the back of his head. "He thought an extra team would be a good idea."

"Love the confidence he has in us." Grey said sarcastically.

Juvia however had different thoughts in her head. "Was that Grey's hand I felt on my chest when they landed?"

"Well as charming as it is to see you all." Erza began, with a growing dark expression. "We will be the ones to honor Fairy Tail in the games."

"Oh you'd think that Scarlet, wouldn't you?" Laxus demanded, as the two locked eyes.

"Race you there!" Ben shouted, getting the other's attention.

"You're on alien boy." Gajeel shouted happily. Only for Natsu to punch Gajeel off the platform with a fiery fist, and to go running.

"Not happening." Laxus said, tripping Natsu.

"Meet you at the arena." Mira said happily, running off, with the rest of her team. Gajeel used his Iron Dragon Club attack to propel himself upwards and near his team.

"Why you!" Grey began only for Ben to put his hand on the stripper's shoulder.

"I thought you were an ice make wizard?" He asked.

"The watch is still recharging, isn't it?" Lucy asked with her hands on her hips.

"And I have a plan, yes." Ben admitted.

"Ben Tennyson, I hate you with a burning passion!" Natsu groaned as Team Fairy Tail A road down Grey's constantly growing ice slide.

"Where did you get the idea for this?" Erza asked, enjoying the ride.

"Comic book." Ben admitted.

"I must try that myself." Lyon admitted, observing his rival's team from afar.

"We should be coming up on the field any moment now!" Grey shouted, noticing the upcoming exit. Just then, a massive light blast shot up and severed the slide, causing everyone to fall.

"This just got worse!" Natsu shouted as his team plummeted to the platform bellow.

"Not cool." Ben groaned, getting up.

"Yeah, you're not." A familiar voice said. Everyone turned to see Sting walking up with an energy sphere covering his hand. Not far behind were Rogue and three others. One guy was dressed like Ben thought someone in a renaissance fair would dress. He wore red jacket with a puffy white frill over it, and a red mask over his eyes. His blond hair was covered by a red hat with a long feather hanging off it. This was the Minstrel who sings to the Red Moon of Sabertooth, Rufus Lore. The second man wore no shirt, revealing his muscles. His spiked green hair was held back by a black headband. This man is the worst singer imaginable, and of Sabertooth, Orga Nanagear. The third person Fairy Tail was strangely reminded of both the Strauss girls, and someone else (to Lucy at least.) He pixie cut white hair was head by a clip with a white and blue flower. She also wore a white and blue feathered cloak that, like with Rouge's, hid her features. This was Yukino Aguria of Sabertooth.

"What the hell you asshole?" Grey demanded.

"Simple, we can't let a worthless guild like Fairy Tail beat the number one guild in Fiore." Sting chuckled darkly.

"So this has nothing to do with the fact Ben nearly beat you using a light controlling form?" Lucy asked sarcastically.

"Shut your mouth, I was going to win!" Sting demanded.

"But since your babysitter stepped in, we never found out did we?" Natsu taunted.

"Shut up!" Sting threw his arms and unleashed a powerful white energy aimed at Ben.

Fortunantly, Erza stepped in and deflected it with a requipped sword. "To think the strongest guild is so easily infuriated." Erza chuckled. "A trait which would get you killed in the line of battle.

"Why you!" Sting demanded. However Rufus stepped in.

"I can't remember someone infuriating you so much Sting." He admitted. "I'll handle this." Rufus clapped his hands together. "**Memory Make: Shrine of Turb**ulent **Fang."** A series of tornados ran at Fairy Tail.

"Uh, Ben!" Lucy shouted.

"I'm on it!" Ben said, activating the fully recharged Omnitrix.

A flash of emerald light appeared behind the wall of wind, catching Team Sabertooth's attention.

"What was that?" Yukino questioned.

Just then, the wind was dispersed by a gust of wind of rival power.

"I don't remember that ever happening." Rufus commented surprised.

"And I can remember a lot of other people who can back their mouths up a lot better than you can!" Wing-storm cawed.

"You tried for Slam Tail again, didn't you?" Grey asked, half amused.

"Maybe." Wing-storm stated.

"Good, now I'll beat you, and have myself a nice juicy chicken for dinner tomorrow." Sting said, charging forward.

"The fact I have wings clearly went over your head, didn't it?" Wing-Storm asked Sting. He grabbed the dragon slayer by the arm and flew upwards.

"He has really been off his game lately." Rogue commented. Just then, he moved to the side, avoiding Natsu's flaming fist.

"We're not only breaking Fairy Tail's losing streak, but we're breaking Sabertooth's winning streak too!" Natsu declared.

"We'll see about that." Rogue countered, as his arms were covered in shadows. "**SHADOW DRAGON: SLASH!"** Rouge's dark fist collided with Natsu's fireball covered knuckles.

**"Ice Make: Lance!"** A series of lances shot forward at Rufus. The minstrel simply pulled his hat over his eyes and dodged them effortlessly.

"I can't remember such pitiful attacks." He chuckled. **"Memory Make: Karma of the Burning River!"** A stream of magma emerged from Rufus's hand. Grey narrowly dodged the attack.

"**Lightning God Bellow**!" A powerful lightning blast emerged from Orga's mouth, aiming at Erza.

"**Requip!"** She quickly switched to her lightning empress armor. Swinging the spear, she deflected the shot.

"We just can't catch a break today." Lucy sighed, switching the Proto-whip to bo staff mode. She spun it around and went for Yukino. However, the white haired girl dodged the attack and went for a roundhouse kick.

"I'm not just good at magic, I'm good at combat too!" Yukino insisted, tossing off her cloak.

"I can't lose to a guild like yours." Sting said on the verge of barfing.

"Aw, and hear I thought you liked me." Wing-storm chuckled.

"**White Dragon**." Sting began covering himself in white aura. The resulting energy build up started to hurt/blind Wing-Storm, causing the bird alien to drop Sting.

"**Aura Surge**!" An energy shockwave erupted from Sting's body. The resulting attack destroyed the platform Fairy Tail and Sabertooth was on.

"Sting, not cool!" Orga groaned, as the mages fell.

"Sorry!" Sting shouted, falling as well.

"**Ice Make: Grappling hook**!" Grey shot up a chain alongside Lucy who was using the grapple mod on the Proto-whip. Erza meanwhile switched to her Black Wing Armor and grabbed Natsu.

"Well that could have gone better." Lucy commented, noticing she and Grey were on opposite sides of the gap as Natsu and Erza.

"Don't worry, I'll make up a bridge and we can walk over." Grey said, placing his hands together.

"Uh oh." Natsu said, looking down. "Hey Lucy, have you ever wondered what happened to the other two gold keys?"

"Yeah why?" She asked. Equally confused, Grey stopped.

"I just found the answer." Natsu said, pointing down. Wing-storm landed on the same side as Grey and Lucy to see a tan skinned woman wearing a green and gold belly dancer outfit and two scales in each hand. This was the gravity controlling member of the twelve zodiac spirits, Libra. She was presently using her magic to propel team Sabertooth upwards. In Yukino's hand was none other than the gold key used to summon said spirit.

"Now I know." Lucy commented.

"Go Libra!" Orga sang horribly off key. However both Rogue and Sting looked ready to barf.

"I kindly ask you to shut up, or I might lose focus." Libra countered at Orga menacingly.

"Well that's just peachy." Grey commented.

"Then let's go!" Wing-storm grabbed Grey and Lucy and flew over to Natsu and Erza.

"No you don't." Orga commented, putting his palms close to one another. "**120mm Black Lightning Cannon**." A black and yellow lightning beam shot out and nailed Wing-Storm in the wing. In the process, he reverted back into a human.

"Aw Man!" Ben groaned as he came tumbling down. Erza and Natsu barely caught the three.

"Take this you jerks!" Natsu roared, he opened his palm and a fireball appeared. "**Fire Dragon: Grand Dragon Napalm**." He tossed the fireball and it exploded in a massive cloud of fire.

"Since when do you do that?" Grey asked, never seeing that attack before in his fights.

"I just made it up." Salamander boasted.

"Well let's go." Erza said with Ben on her back.

"Oh, I don't feel good." He groaned.

"You're especially not going to feel good when I'm through with you!" Sting declared jumping through the flames.

"How'd he do that?" Lucy asked surprised.

"I did say it was my first time using that." Natsu reminded.

"And like you said!" Kagura declared, jumping down from the platform above, and landing on Sting. "This year end's Sabertooth's winning streak."

"Mermaid Heel in the house." A voice said from above and behind Sting. It was then four females dropped down. One was a woman with green hair braided into curls behind her head. She wore a yellow/orange once piece suit with a spider web design. This was Ariana Webb of Mermaid Heel. The second girl was someone right out of the farm, complete with overalls. This was the vegetable magic using member of Mermaid Heel Beth Vanderwood. The third lady was rather portly with equally large hair. She wore a dark blue outfit that reminded Ben of Native American wear mixed with modern day fashion. This was the gravity altering member, Risely Law. The fourth person no one could tell as she was completely covered by a black hooded cloak.

"Hey what did we miss?" Orga asked as he and the rest of Team Sabertooth made their way up. However this caught Mermaid Heel by surprise. They ended up tackling themselves into Sabertooth and rolled into Fairy Tail. Libra however just arrived on the platform.

"They ditched me, how rude." Libra said somewhat upset, before disappearing in a flash of light.

"Oh come on!" Natsu, Rogue, and Sting groaned in unison. The rolled around furiously.

"I'm telling you I saw Fairy Tail around here somewhere." Flare said with a panicked tone.

"You better hope your right, otherwise Master Ivan's going to be so mad." Kurohebi chuckled darkly.

"So you freaks do work for my old man." Laxus chuckled, charging up some lightning. Behind him was the rest of Fairy Tail B.

"Yeah, you got a problem with it?" Nullpudding asked. All of Raven Tail charged up, with the exception of Alexei.

"Coming Through!" Multiple voices shouted. Everyone turned to see the combined sphere of people, which now included Blue Pegasus, Savage Hunter, Quatro Cerberus, and Lamina Scales.

"Get us undone please!" Erza begged, as Ichiya was buried head first in her chest.

"I don't mind." A glimmer could be seen from the perfume man's eyes.

"Oh, crap!" Nullpudding shouted, as the two team were added on.

"Grey, what the hell do you have to say for yourself?" Lyon demanded.

"For once, this isn't Fairy Tail's fault." He admitted. The ball of combatants bounced around until they landed in their destination, then fell apart.

"Ok, that hurt." Ariana groaned. Just then, Ichiya was then seen flying away.

"You perverted perfume salesman!" Erza roared angrily.

"Hold on." On guy said. He was a tall figure dressed in a black military look. He wore several badges around his shoulders and his blue hair was pulled into a comb over. This was one of Savage Hunter's trinity blasters, the walking rule book, Horace. "Fairy Tail has two teams here."

"Yeah so?" Natsu demanded.

"Uh, excuse me." Mato said, trying to get everyone's attention.

"The rules clearly state only one team can enter." Horace said in a matter of fact tone.

"What the matter, can't handle a little competition." Ariana shot.

"What happened?" Ben asked coming too.

"Uh excuse me everyone?" Mato tried to get everyone's attention. However Ben noticed the nine teams were fighting. However Erza was trying to get away from Ichiya.

"Come here my armored angel." The strange perfume man said.

"What's going on?" Ben asked the mascot. Mato promptly went up to the newest Fairy Tail mage, and whispered the problem. Ben nodded and activated the Omnitrix. A massive fire/ice combo shot into the air, getting everyone's attention.

"Thank you." Mato said to Freezer-burn. "Now, like I was trying to tell everyone, it isn't a nine-way tie for first, it's a nine way tie for second!"

"WHAT!?" Everyone demanded.

"Yes, first place went to Excalibur's Glory, in 'record time'." Mato said that last part with suspicion, not liking the results.

"Did anyone else smell them?" Natsu asked the other dragon slayers.

"I didn't." Rogue said, equally confused.

"I know there wasn't anyone else in front of us." Sting stated.

"I didn't even see those jerks." Jura admitted.

"Anyway," Mato began. "Everyone will report back here at 8:00AM for the first round."

"But Fairy Tail has two teams!" Horace reminded.

"Dude, let it go." Silver said, it could easily be told he was in no mood.

"Being that such an interesting tie has happened, we're allowing it." Mato explained.

Everyone dispersed with the intent of falling asleep.

"I so need a bed." Ben said, transforming back.

"So that's Ben huh?" Ariana asked Kagura.

"Yeah why?" She asked.

It was then the three remaining members of Mermaid Heel ran up and alongside Arianna taunted. "You LIKE him."

"What?" Kagura demanded flustered.

"Oh come on, why else were you so interested in following his team?" Beth asked clearly enjoying taunting the strongest of her guild.

"I was merely observing the potential threat of Erza Scarlet." Kagura insisted.

"So you two didn't have a romantic moment yesterday?" Risely asked.

"I was a mere spectator in his fights, nothing more!" Kagura said, her anger growing, and revealing Archenemy.

"Easy girl, we were just joking." Ariana insisted. "Mostly." She added that part when Kagura was out of hearing range.

Both Fairy Tail teams finally made their way back to the hotel, where they were greeted by an upset Lisanna.

"They found Wendy." She said.

Immediately everyone dashed to the upper room where Porlyusica was treating the presently unconscious dragon slayer and exceed. With Makarov not far off, looking worried.

"There magic was drained wasn't it?" Lucy asked, immediately getting the older mages' attention.

"How did you know?" Porlyusica asked shocked.

"We ran into Raven Tail during the maze and Tech-Support figured out his powers." Ben explained.

"Tell me Ben, did you find anything out about Alexie?" Makarov asked.

"If you mean that tiki guy, no." Ben admitted.

"Try as I might, neither did I." Makarov admitted.

"How could you have allowed not one, but two Fairy Tail Teams into the games!" Ivan demanded Flare as his Alexei illusion disappeared.

"I'm sorry." Flare insisted, tears flowing down her face.

"I warned you about Tennyson." Malware said from on top of the table.

"Keep talking and its billiards time." Nullpudding cackled, gearing his arm back.

Just then it was as if time itself froze. Flare's tears stopped just as it was about to splash on the carpet, Nullpudding's arm was in mid-transformation, and Obra's pet hung in the air.

"What in blazes?" Malware demanded, looking round the room. To his surprise, it was two people he never expected to see.

**-End of Chapter-**

**Yes, I'm evil and two more foes of Ben have appeared. One I'm more than certain is obvious, the second be patient please. Also, I know for a fact many of my fans are excited to see Ben become a dragon. Let me just say it will happen, later. I do have the design picked out, but I'm not saying what it looks like. However what I wanted to know is what do you think of the name Excaliburn for it? Please be honest, and I'll see you all for the opening ceremonies of the X791 Grand Magic Games.**


	5. Chapter 5

**Ben 10: Guild Mage**

**Chapter 5: Missing Targets**

**AN: I'm sorry, I caved, and I'm allowing some anonymous reviews. Also to answer the guest apparently named Vince, I regret to inform you that Rath will not be in Pandemonium, he'll be a part of something else.**

"Here we go." Ben said, switching his green hoodie for a dark purple vest with the white Fairy Tail guild mark on it, alongside his team.

"Nervous?" Erza asked concerned.

"If I said no." Ben chuckled.

"Alright everyone, let's give it up for our 10 teams competing for this year's title: Fiore's Strongest Mage!" Shouted the announcer, Chapati Lola. Alongside him was former council member, and retired member of Fairy Tail, Yajima. And today's special guest commentator was Blue Pegasus's own Jenny Realight, the current Miss Fiore.

"First up it's not one, but a record breaking 9 way tie for second place." Chapati said ecstatically. "Consisting of not one, but two teams for Fairy Tail, Savage Hunter, Mermaid Heel, Blue Pegasus, Lamina Scales, Raven Tail, and most shockingly of all, the seven time champion Sabertooth."

"Never thought I'd see something like this in my life time." Yajima admitted.

Ben looked around, noticing the competition for this year. Aside from Sabertooth, Mermaid Heel, and Raven Tail, both Fairy Tail teams were going to have their hands full.

From Quattro Cerberus, it was made up of five rather strangely dressed men. The first person was Rocker. True to his name, he was dressed just like that, a rocker. His hair was pointed off in a v-pattern. The next person was Nobarly, who looked right out of a ship yard. The third person, clad in a dog like cloak was Warcry. The next person was the overly buff Jager. What Ben noticed was all four of them wore dog collars. The final person was clad in a black body suit with two yellow antennas and his face was painted white and blue. This was Semmes of Quattro Cerberus.

Joining Lyon and Sherry from Lamina Scales were three recognizable faces from Fairy Tail's past. The first person was the always gullible Toby. This dog like mage primarily used a spell to give himself paralyzing pair of claws. What everyone found strangest of all was a lone sock was converted to a necklace around his neck. The second person defiantly needed to have his eyebrows trimmed. Dressed in a green eastern tunic was none other than the anti-magic mage, Yuka. Leading the team was the fifth member of the 10 wizard saints, Jura. This monk dressed titan now had a pretty cool looking beard on him.

Aside from Ichiya and a guy dressed in a blue bunny suit, for Team Blue Pegasus, was the Trimmens. A trio of men who thought themselves of ultimate beauty, all of which clad in tuxedoes. The trio was Hibiki Lates, Eve Tearms, and Ren Akatsuki.

Finally, joining Silver and Horace in team Savage Hunter were the remaining members of the Trinity Blasters, Ally, and Darryl. Ally was a girl about a year younger than Erza however her eyes were concealed by a pair of glasses that had a crosshair on each lens. Her black pixie cut hair was held back by a pink clip. She was clad in a bright blue dress that concealed her figure. Darryl was rather portly and had a pair of goggles over his black greasy hair. He was clad in a green t-shirt, black sandals, and blue jean shorts. The final member of the team was considered the most powerful member of Savage Hunter, known only as Impact. He had silver hair and an eyepatch over his right eyes, while the man was clad in a black body suit that had armor over his chest, arms, and legs. On his back were two katannas stored in an x-pattern.

"And now, the team who placed first in Sky Labyrinth, Team Excalibur's Glory." Chapati announced. However it was plainly obvious that the man was trying his best to sound upbeat at his own words. At this, Team Excalibur's Glory walked in. Jenny meanwhile was focused on one member in particular. Aside from Razor were the remaining four members of the Noble Arms Unit, Burst, Vic, Tyler, and Patti. Burst was a tall guy in fiery orange and red armor with a yellow guild mark on his shoulder, with dark red hair spiked like a campfire. Vic had long black hair and was clad in a sinister black and purple armor that had a bat wing like cloak draped around his body, hiding his mark. While Vic had the calmest demeanor of everyone, he gave off a dark feeling. Tyler had blond shaggy hair and wore blue and gold armor with silver bands around the wrists and shoulders. In his hand was a single red rose. His back held his guild mark in a rose red color. Finally Patti looked like a brown haired version of Jenny. She had long brown hair and piercing green eyes. Her armor was pure silver and had no cape.

"I'm honestly surprised you allowed all 10 teams to compete." Lahar admitted to the princess.

"You said you wanted to know more about Ben Tennyson." A knight with an afro and long nose reminded. This was General Arcadios of the Royal army.

"I did, but what does that have to do with anything?" The Rune knight asked. Princess Hisui handed Lahar a rulebook on the games with a certain page open. "This we can work with."

"I can't believe the turn out." Lucy admitted, ignoring the crowds jeers to remove Fairy Tail.

"One in particular." Natsu commented with a smile, his head pointed in the direction of the spectator box where the rest of Fairy Tail was watching.

"Hooray, Hooray, Fairy Tail!" Mavis cheered.

"First Master?" Makarov asked startled, as were the other members.

"Doesn't worry, no one else can see me remember?" She asked happily.

"Yeah but." Makarov began.

"Oh come on, you didn't think I'd stay on Tenrou Island and not support Fairy Tail in the games did you?" Mavis asked joyfully.

"Now for the first challenge, everyone select a team member." Yajima ordered.

"I'll go first." Grey offered.

"Give 'em hell." Natsu ordered.

"Plan to." The ice mage commented. Alongside Grey were Juvia, Nullpudding, Rufus, Tyler, Beth, Lyon, Jager, Eve, and Darryl.

"The event is Hidden! Chapita declared, as a holographic stone tablet appeared in center of the stadium. What everyone was surprised on was the corrected scoring system for what team came in what place for the challenges.

It was First Place: 10 points

Second Place: 9 Points

Third Place 8 Points

Fourth Place: 7 points

Fifth 6 points

Sixth 5 points

Seventh 4 points

Eighth place would receive 2 points

Ninth would get 1

And finally last place would get no points.

"So grab a refreshment and stay glued to your seats, you won't want to miss a minute of this!" Chapita exclaimed.

"Just so we're clear, I don't intend on losing to you Grey." Juvia admitted. "Even though our souls are connected."

"Give it a rest." Grey groaned. "Besides I want to win too."

"I plan to win this competition too, and the heart of Juvia." Lyon commented heroically.

"You are seriously creeping me out." Juvia shuttered getting closer to Grey.

"Now you know how I feel." Grey said somewhat satisfied.

"Now for the first event!" Mato shouted triumphantly, as a rune circle appeared in the stadium. Instead of the massive empty field, it was replaced with an emptied town.

"Hey where is everybody?" Grey asked confused. One moment he was standing alongside nine other competitors, the next he was alone on some street he never saw before.

It was then a series of holographic screens appeared throughout the arena. Each depicting the competitors.

"Ok, that is pretty cool." Ben commented.

"Now each player will gain one point for every time you land a hit on another player, regardless of how hard you hit." Yajima explained. "For every time you're hit, you will lose a point however."

"A game of hide and seek, easy." Grey chuckled.

"However." Yajima began, "If you were to hit one of the clones."

"Clones?" Everyone thought simultaneously in both the crowd and on the field. At that, realistic copies of all the selected contestants filled the once dead streets of the fake city.

"You will lose one point for them instead." Chapita finished. "Which ever wizard has the most points after 30 minutes wins the challenge."

"Let the first challenge of this year's Grand Magic Games begin!" Jenny shouted excitedly.

"Alright, this shouldn't be too hard." Grey said, running through the crowd. However he quickly rejected his remake seeing all the clones were too realistic.

"Oh man," Ben said concerned.

"Don't worry, Grey won't go down that easily." Erza assured Ben.

"It's not Grey I'm worried about." Ben corrected.

"Then who?" Natsu asked. Ben pointed forward at one screen, then everyone understood.

"Grey my Darling!" Juvia grabbed one of the Grey clones, and pulled it into a hug, then disappearing. She looked confused as he disappeared, then she went for another clone.

"Fairy Tail B should be fortunate that you can't get negative points." Jenny said, somewhat sheepishly. Yajima nodded.

"This will be easy." Eve said to himself, noticing Juvia's crazed love. He ran out and through his hands forward. **"WHITE BLIZZARD!"** A powerful snow storm erupted from his palm, aiming for Juvia. However Juvia smirked. Her body became a stream of water and flowed around the attack, hitting the Grey clone that she was about to hug.

"I can't believe I flushed someone out that quickly." Juvia admitted with a superior smirk. **"Water Slicer!"** Juvia successfully nailed Eve. However he disappeared in a flash of light.

"Go Juvia." Laxus admitted, completely surprised by Juvia's tactic.

"And here I thought she'd be useless in this match." Gajeel cackled, surprised by his old friend's tactic.

Grey however wasn't having much luck. He ended up hitting three other clones on the way over.

"Gotcha Fairy Tail fly." Nullpudding cackled. He converted his arm into a massive spiked club.

Immediately, Grey caught wind of Nullpudding, and pivoted to make an Ice make. However his attention was caught elsewhere.

"Holy Crap!" Grey shouted surprised.

"I got you n-" Nullpudding began, however the object Grey had seen, was none other than Darryl, who had landed on the needle magic man.

"This is why my Human Homing Cannonball is beyond awesome!" Darryl chuckled while on top of Nullpudding.

"Get off me!" The purple man demanded, throwing Darryl off. It was then, Nullpudding disappeared after knocking Darryl off.

"Alright, **Ice make!"** Grey began, however Darryl disappeared too. "AW come on!" Grey demanded.

"Not his day." Ben admitted. Everyone couldn't help but nod.

"I can remember this." Rufus said from on top of a spire. **"Memory make: Night of Falling Stars."** Rufus raised his hand and a ball of light shot into the sky, releasing countless orbs of light, almost like meteors. With this one attack, it hit all of the competitors.

"Another win for Sabertooth." Rufus said smugly, however his cheerful expression was quickly replaced.

**"ICE MAKE ARROWS!"** A series of icicle crafted arrows were aimed right at Rufus. The memory make mage was so startled two of them hit. After disappearing in a flash of light, Rufus respawned, not far away to where Grey shot the attack.

"How, how did you hit me?" Rufus demanded.

"Simple, you missed." Grey said coldly.

"I don't remember that ever happening!" Rufus shouted surprised.

"Neither do I." Sting admitted with suspicion in his tone, the rest of his team nodded.

"I guess Ben was right, you can't back your mouth up." Grey chuckled, hoping it would get the desired reaction out of Rufus.

"Charming, but no matter." Rufus began, unaffected. However before Rufus could finish his sentence, a series of thorn covered vines erupted from the ground underneath.

"**Forrest Magic: Hunter's Thorn!"** Tyler said nonchalantly, his rose embedded in the ground.

"He uses Forrest Magic!" Mavis shouted surprised.

"I haven't seen that magic in years." Makarov said, though he was equally confused, Makarov did a better job of hiding his emotions.

"What's forest magic?" Romeo asked confused.

"A form of molding magic, however instead of channeling it through your body like Grey does, one must channel it through a conduit, much like Tyler's rose." Makarov explained to the boy. "Because of that, Forrest magic makes it incredibly difficult to maneuver around for melee attacks."

"Those who have mastered it can create conduits out of any plant." Mavis finished.

"However, I thought no one used it today because of the difficulties and the openings one can get on the user." Makarov admitted.

Much to the crowd's surprise, the thorn covered vines didn't just attack Grey and Rufus, they attacked everyone in the field.

"And that is checkmate." Tyler commented, picking up the rose. It was then, a bell rang, ending the event.

Everyone looked up to see the score.

1st place: Tyler Oxford

2nd place: Rufus Lore

3rd place: Nullpudding

4th place Lyon Vastia

5th place Darryl Holmes

6th place Beth Vanderwood

7th place Eve Tearm

8th place Jager

9th place Juvia Lockser

10th place Grey Fullibuster

"Ladies and gentlemen in the ultimate upset, Team Excalibur's glory pulls off the win." Chapita admitted.

Everyone jeered at both Grey and Juvia as they left the field.

"Wow, rocky start." Natsu said, sympathetically as Grey walked into the booth.

"I simply must know Grey, how did you dodge Rufus's attack?" Erza asked interested.

"The truth is, I didn't." Grey reluctantly admitted. This got everyone's attention.

"But we saw you dodge it." Lucy said shocked.

"I don't really know how to explain it," Grey began, "But it was like someone grabbed me by the shoulders and pulled me back."

"Weird, maybe you have a guardian angel or something?" Lucy admitted.

"It's time for the battle rounds!" Chapati explained with his usual flare.

"In these rounds, its 10 points to the winner, while a draw will result in five points for each team." Yajima added. "And unlike the last matches, the combatants are already chosen, either by fan votes or our own team of judges."

"The first match goes to Lucy from Fairy Tail A, and Flare Corona from Raven Tail." Jenny explained, reading the lineup.

"Oh man." Lucy groaned.

"Don't worry, you got this." Natsu said, trying to cheer his friend up.

Lucy gave a weak smile. "Yeah."

"Don't forget, you got that Proto-whip, and all your spirits backing you up." Grey reminded.

"And all of Fairy Tail cheering you on." Ben added, while Erza proudly nodded.

With newfound confidence, Lucy headed out, meeting the woman on the field.

"Oh goodie, a blondie I get to beat." Flare cackled madly.

"Let's hope things go off without a hitch." Ben commented.

"Lucy's got this." Natsu said proudly.

"I don't think it's Flare Ben's worried about." Erza admitted, noticing where Ben's gaze was.

"Let the first fight, begin!" Mato shouted proudly.

**"Open Gate of the Golden Bull, Taurus!"** Lucy didn't waste time, summoning a massive humanoid cow with a battle ax.

"MOOO, Miss Lucy, how nice of you to summon me!" The cow said with his usual loyal tone.

"Go get her." Lucy ordered. She drew the Proto-whip, and switched it to whip mode. Taurus rose his ax and slammed it into the ground, releasing a powerful shockwave.

"I don't think so." Flare cackled. The crazy haired woman nimbly flipped over the attack.

"Neither do I." Lucy grabbed another key. **"Open gate of the Scorpion: Scorpio!"** A tan man with dual red and white colored hair took to the field. His eyes had points to them, and he was clad in a pea coat. However the key threat was the mechanical scorpion tail attached to his back side.

"Lucy, where do you need my sand?" The spirit asked with high spirits.

"That's Aquarius's boyfriend?" Ben asked confused.

"Yeah, I don't know what he sees in her either." Erza admitted.

"Right at her!" Lucy answered, pointing at Flare.

"Here's a little **Sand Buster** in your eye!" Scorpio shot a sandstorm right at Flare.

"Cute, real cute." Flare commented. Her hair then morphed into a shield right in front of the attack.

"Boys, Unison Raid!" Lucy ordered.

"You got it." The two replied without question.

"What?" Flare asked surprised.

"Unison raid?" Ben asked.

"A powerful combination between two wizards, or in this case, two spirits." Grey answered.

Scorpio shot another Sand Buster at Taurus who caught the attack with his ax. **"Sandstorm Ax Aldebaran!"** The combo move was released and aimed straight at Flare.

"Oh no." Flare paled at the wall of sand aimed right at her, causing the Raven Tail mage to be slammed right into the wall behind her.

"Are you ready to give up?" Lucy asked with a hint of superiority as Scorpio and Taurus went back.

"No, in fact you should!" Flare shouted crazed. She threw her hair forward at Lucy, who responded by swinging the proto whip forward.

"Give me one good reason why I should?" Lucy asked.

"Maybe you don't want anything to happen to the little girl in the cowboy hat?" Flare asked sarcastically.

"What?" Lucy asked confused.

"I can't just control the hair on my head, I can control the hair your crab friend cut off." Flare explained, both quietly and sinisterly. "After the sky labyrinth, I left that behind in the stadium for just such an occasion." Lucy's looked to the side and could just make out a small lock of Flare's hair near Asuka, like a snake stalking its prey. The lock itself was just long enough to go around her neck. However it appeared all of Fairy Tail was too focused on the match to notice, and likely no one in the stands heard Flare's threat.

"You crazed bitch." Lucy said appalled. Flare's hair then split and slapped Lucy in the face.

"Keep your mouth shut, or who knows what might happen." Flare ordered. Her hair then released the whip and grabbed Lucy by her limbs, and hoisted her up.

"Now blondie, I got to know." Flare cackled as her hair morphed into a fiery version of the Raven Tail guild mark. "Where do you want to be branded?"

"That psycho bitch!" Natsu shouted, grateful for his enhanced hearing, he ran off, jumping through the stands.

"What is that idiot doing?" Grey demanded. Only to see him reach the spectator box where Fairy Tail was at, and to see something burn right where Asuka was.

"Oh no!" Flare said frightened.

"Thank you Natsu," Lucy said grateful, **"Now Open Gate of the Twins Gemini!"** Her satchel glowed and the two paper doll like spirits were summoned.

"Gemini to the rescue!" Mimi shouted ramming into Flare. Lucy was released from her bindings, as Gemi caught her.

"Alright you two, secret weapon time." She ordered.

"You got it." Gemini said in unison. They butted head and turned into Lucy wearing nothing but a towel. Needless to say, everyone had different reactions to this.

"Keep the blood in Tennyson." Ben said pinching his nose.

"Why didn't Gemini turn into someone like Laxus or Erza." Jet asked, doing the same as Ben.

"Gemini can only transform into someone or something with the same magic level as the caster." Levy explained disturbed.

"You couldn't have transformed into me like I am now?" Lucy asked confused.

"You didn't ask." Gemini said.

"No matter." Lucy grabbed Gemini by the hands and got into a position similar to one would for a tango. It was then a powerful energy build up and what looked like outer space seemed to build up.

It was then, the two chanted: "Survey the Heavens, Open the Heavens...  
All the stars, far and wide...  
Show me thy appearance...  
With such shine.  
Oh Tetrabiblos...  
I am the ruler of the stars...  
Aspect become complete...  
Open thy malevolent gate.  
Oh 88 Stars of the heaven...  
Shine!  
**Urano Metria!"**

"Amusing." Alexie commented. He turned Obra and nodded. However his partner was then toppled by an unseen force.

"What just happened?" Alexie demanded.

A powerful energy blast erupted from the two Lucy's, sending Flare into the wall behind her.

"Ladies and Gentlemen, it's all over, Lucy Heartfillia wins!" Chapati shouted happily. "That puts Fairy Tail A on the board with 10 points."

"Way to go Lucy!" All of Fairy Tail cheered.

"That move was awesome." Natsu admitted.

"It was a just something Capricorn helped me pull off." Lucy admitted.

"Don't get me wrong, but I'm surprised you won against someone from Raven Tail." Grey admitted.

"Agreed, something happened." Erza said with her arms over her chest.

"Our next match is Burst from team Excalibur's glory vs. Horace from team Savage Hunter." The two combatants entered the field and locked eyes.

"Little rulebook thinks he can beat me?" Burst asked sarcastically.

"I have a better chance than you." Horace said firmly, adjusting his glasses.

**"Burst wave: Fire storm cannon."** Burst raised his hand and a powerful fireball blasted out of his hand. Horace nimbly jumped over the attack and pulled out a short sword from his sleeve.

**"Samurai Discipline: Water Bomb!"** A blue aura admitted from the blade, and Horace slashed it in front of him until it was the Japanese Kanji for water. A powerful torrent of water blasted from it, aiming at Burst.

"Hey that looked like your magic Levy." Jet pointed out.

Levy nodded. "Samurai Discipline magic is a variation of Solid Script that relies more on the elements around the user to their advantage."

"But how did he do the water attack?" Droy asked confused, munching on some popcorn.

"There's always water in the air." Levy explained. "You just have to look hard enough."

**"Burst wave: Wall."** Burst slammed his fist down, creating an actual firewall and blocking the attack, however all it did was leave an opening. Horace charged forward and swung his sword. However Burst flicked his wrist and a broad knife folded out of the armor, allowing him to parry.

"You losers don't get it, Excalibur's glory is coming in first this year, no questions asked." Burst cackled. He slammed his knee into Horace and shot another fireball right at Horace's side.

"That fool." Tyler said still holding his rose. "Always blasting first."

Vic meanwhile looked up and his eyes turned red momentarily.

"Stupid and arrogant." Horace began before realizing what he fell on. "Sand, from Miss Lucy's battle."

"Just what I need." Horace said standing up. He drew the kanji for attack in the ground and shouted. **"Samurai Discipline: Sandstorm Spear!"** A tornado made of sand shot at Burst.

"Idiot." Burst commented. "**Burst Wave: Cannon Ball blast."** The attack shot at the spear, destroying it in a big blast of sand and fire. However the sand started to release a powerful light beam.

**"Samurai Discipline: Solar Ray Slash!"** After drawing the kanji for sun, Horace's sword glowed with power absorbing the light from the attack, becoming a massive aura and released a powerful shockwave. When the smoke and light died out, Burst was on his back, defeated.

"Holy Moly, it's all over folks 10 points to Savage Hunter!" Mato declared.

"Take that old Man!" Silver shouted proudly from his spot in the stands.

The rest of the matches went without any problems after that. Arianna was defeated by the Blue Pegasus member Ren. Though it was a miracle Ren pulled it off not because of Arianna's skill, but the fact he was cheered on by his girlfriend Sherry from Lamina Scales. Simply put Sherry was shouting marriage requests. Quattro Cerberus lost their match. War Cry was severally beaten by Orga in one shot, then the Lightning God slayer started to sing, horribly.

Jellal, under the disguise of Mystogen, ended up doing battle against Jura. However Meldey was in the crowd (as was Lahar) using her magic, she transferred this information too him. So to hide the fact he was actually an escaped convict, Jellal had to throw the match.

"Not Fairy Tail's finest moment." Grey said, observing the board.

**Sabertooth 19 points**

**Lamina Scales: 17 points**

**Savage Hunter: 16 points**

**Blue Pegasus: 14 points**

**Fairy Tail A: 10 points**

**Excalibur's Glory 10 points**

**Raven Tail: 8 points**

**Mermaid Heel: 5 points**

**Quattro Cerberus: 2 Points**

**Fairy Tail B: 1 point**

"This is sad." Laxus admitted as he turned to leave.

"Hold on tight folks for day one isn't over yet." Chapati said, getting everyone's attention.

"Because of such an interesting tie, we're allowed to hold a second challenge after the fights this year." Yajima explained.

"Only difference is the choices are decided by the roulette wheels you see on the field." Jenny finished as 10 wheels appeared onto the field, each depicting a different Guild's mark. However to tell the difference between the two Fairy Tail teams, an A was in one, and a B in the other. Also no one could tell who was under each circle. "Regardless whether or not you competed this day, if you're name comes up, you have to compete."

"Spin the wheel everyone!" Chapati shouted happily. From her booth, Hisui nodded to her guards that were working the controls. Specifically altering the one for team Fairy Tail A.

"Me and Sting, me and Sting." Natsu chanted with crossed fingers. Everyone looked at him. "What Ben got to kick his ass twice already, I want a turn."

"Fair enough." Grey admitted with a shrug.

The wheels soon came to a stop and lacrima screens showed up, revealing who was competing this time.

"From Team Fairy Tail B, it's Laxus Dreyar." Laxus nodded with smile.

"From Quattro Cerberus, it's Semmes." The large man walked out.

"From Mermaid Heel, it's Kagura Mikazuchi." Kagura accepted this with a smile.

"From Raven Tail it's Nullpudding." "What again?" The purple guy groaned.

"From Excalibur's Glory it's," Chapati stopped and re-read the contestants last name. "Patti Realight?"

"Yeah, she's my twin sister, we just don't get along anymore." Jenny admitted.

"And I'm still the better wizard sis." Patti taunted, as she arrived on the field.

"Now then." Chapita continued, still reeling from the revelation. "From Fairy Tail A, it's newcomer Ben Tennyson."

"Alright, it's Hero Time." Ben cheered, heading out.

"I'm not even going to say it anymore." Grey groaned.

"Aw come on, that thing is rigged!" Natsu shouted angry. From her spot in the stands, Mavis couldn't help but think the same thing.

"From Blue Pegasus it's Ichiya." The perfume man nodded and headed out.

"From Savage Hunter, it's Silver!" The boy smiled and headed out.

"From Lamina Scales it's Jura!" The monk accepted this and headed down.

From Team Sabertooth it's Rouge Cheney!" Rouge turned into a shadow and went to the field.

"Now for the event, it's All terrain capture the flag!" Mato explained. The field once again transformed, becoming four different segments, a mountain area, an ice area, a lake area with a surrounding forest, and a desert area. "Now there will be a series of flags in each area, different flags have different points, the harder it is to get, the more points its worth." Mato explained, as hologram versions of red flags with the number 1-5 appeared, then a holographic gold flag appeared. "In each area there is one gold flag worth 20 points, whoever has the most points in 30 minutes wins."

"Just so were clear Tennyson, I'm not losing to you." Laxus said.

"I've heard that before." Ben taunted. Just then a massive hourglass appeared in the sky.

"Time starts now!" Chapita explained with excitement in his voice.

The ten combatants scattered as Ben activated the Omnitrix. "Wing-storm will have no trouble finding the flags with a bird's eye view." However after activating the watch, he turned into Slam-Tail, who now had an emerald green Fairy Tail Mark on his right shoulder.

"How did he just do that?" Chapati asked confused.

"It's this Requip/ Take over combination technique he does," Yajima explained. "It's really quiet fascinating."

"Sure, now I get Slam Tail." He groaned. Shaking his head, Ben leapt forward through the mountain area, and in the process, snagged three one-point flags.

"Hello gorgeous." Slam Tail stopped to see a five point flag embedded on the mountain wall.

As Ben got close to it, a powerful lightning blast stopped him in his tracks.

"Sorry Tennyson, my team is winning this round." Laxus sneered.

"You are aware I'm not giving you an easy victory, right?" Slam Tail asked with a hit of smugness in his tone.

"I wouldn't have it any other way." Laxus admitted. He shot another ball of lightning right at Slam Tail, who jumped over the attack. He leapt for the flag, however Laxus turned into a lightning bolt and flew upwards.

"Not happening kid." Laxus said, turning back to normal.

"Agreed." Slam Tail shot his tail out and grabbed Laxus around the waist. He slammed the lightning mage right into the ground. However the Laxus quickly stood back up, and pulled Slam Tail back into the ground himself. The lemur alien shook his head, and glared at the S-class wizard.

"Sorry kid, but you're not good enough." Laxus took a stance and a ball of lightning appeared near his mouth. **"LIGHTNING DRAGON: ROAR!"** A powerful blast aimed right at Slam Tail.

"Ben doesn't stand a chance against Laxus." Evergreen cackled.

However Ben went right for the Omnitrix. In a flash of emerald light, the lemur was replaced by a humanoid Hercules beetle with a yellow body and black stripes like a bee. It had a single stinger on the back of each hand, and two smaller single stinger arms on its lower thorax. It had two massive emerald paneled eyes and between them was his massive horn, pointed upwards, the Omnitrix disc was on its right arm, and a black outlined yellow Fairy Tail mark between its wings. He held his hands up and absorbed the attack.

"**Dizzcharge?"** Laxus chuckled. "I thought you heard other lightning attacks don't work on me?"

"You know the old saying, In one end, and out another!" Dizzcharge shot another lightning blast, only this one wasn't aimed at Laxus, but the mountain wall to the side of them. Debris started falling down from the rocky wall.

Dizzcharge's wings emerged from his back and took flight, aiming for the free falling flag. However, Laxus turned into a lightning bolt again, dodging the falling rock, the lightning mage soon reach the target. However Laxus was quicker, and snagged the flag.

"Too slow Tennyson." Laxus delivered a roundhouse kick to the insect, sending him flying.

"I knew Laxus would win." Evergreen said smugly.

"Although, you can't deny Ben does have some skills." Freed admitted.

"Yeah," Bickslow cackled. "I bet you just want to distract yourself from Elfman by googling Ben?"

"Shut up, you ass!" Evergreen then started smacking the man with her fan.

Dizzcharge shook the snow off of his body. "Great, the snow area, the last place any bug wants to be."

"**Needle Blast!"** Ben pivoted and dodged Nullpudding's attack.

"Dude, seriously?" Dizzcharge asked sarcastically.

"Hey, I was looking for a break, how do you think I feel?" Nullpudding demanded.

"Fair enough." Dizzcharge admitted. He then held his hands up and created two balls of lightning, and threw them at Nullpudding.

Rogue meanwhile trekked through the sand filled terrain of the dessert region, having 11 points in flags. "Damn realistic heat." He cursed, wiping the sweat off his brow.

It was then a sword struck right where he was at. Rogue narrowly dodged the attack.

"What's the matter, can't take the heat?" Patti asked sarcastically. She swung her arms and shouted **"Prism Fury!"** A series of light rays flew at Sting, who barely dodged.

"See, where my sister was focused on her looks, I was focused on power." Patti chuckled.

"I knew you thought I was prettier than you!" Jenny shouted over her mic.

"Oh this won't end well." Yajima said quietly.

"I'm just grateful she's only the guest announcer for today." Chapati whispered.

**"Prism Fury, Unlimited!"** Patti held her hand up and released a fury of energy blasts all over the place. Rouge meanwhile stood his ground and pulled his head back.

**"Shadow Dragon Roar!"** Rouge's target was the ball of light in Patti's hand. The resulting explosion kicked up a massive amount of sand.

Coughing a bit, Rogue tried to see his target.

"Thanks sweetie." Patti smirked. It appeared the explosion was made to unearth the desert region gold flag, now in her hands.

"You!" Rouge began. However Patti smirked and built energy at her feet and jumped away.

"Come back here!" Rogue demanded, turning into a shadow and following her.

"She is not a nice lady." Frosch said sadly.

"In more ways than one." Lector admitted.

Jura slammed his palm into the glacier of the ice area with one goal in mind, the gold flag in the center.

"A clever place to hide it." The monk admitted. However before he made his next strike, a bullet narrowly hit the wizard saint. Jura turned to see Silver running away from Semmes, who was spinning like a top at full speeds. Jura could also make out a few flags on both of their persons.

"Leave me along you top!" Silver demanded, shooting a few round of magic bullets at his grandfather's guild member. However because of Semmes' rotations, the attack just bounced off of him.

"I feel I should intervene, but I won't." Jura admitted. He turned to continue his work, however another bullet hit the walk way he was standing on, and causing it to collapse, and Jura went flying down.

Kagura was trekking through the wooded area of the Lake area near the border of the ice area. Attached to her back was 13 points in flags.

"A decent start, but to ensure my victory, I should find this area's gold flag." She thought to herself. It was then she noticed a series of deflected lightning attacks. Instinctively she readied herself for Laxus, however it was promptly discovered, it wasn't Laxus.

"Leave me alone you freaking puffer fish!" Dizzcharge demanded, avoiding Nullpudding's attacks.

"No chance freak show!" Nullpudding threw a volley of spikes aimed right at Dizzcharge. However the insectoid alien soon stood still, noticing something.

"Any last words?" Nullpudding demanded.

"Just one: Avalanche." Dizzcharge said flatly.

"What?" The purple man asked. Before he got his answer, both Jura and a massive amount of snow landed right on top of Nullpudding.

"That was unpleasant." Jura admitted, after shaking the snow off of himself an dropping down off the snow pile.

"He was chasing you the whole time?" Kagura asked Ben confused.

"In the process I found a few more flags." Dizzcharge admitted, revealing he had 12 points in flags.

"What a coincidence." Jura admitted, revealing he had the same number of flags. It was then, and conveniently, the ice areas gold flag rolled down as well.

"Huh, that fight up there must still be going on." Jura suggested, grabbing the gold flag.

"Got to go." Dizzcharge flew off, heading for one area in particular if he was going to make up for lost time.

Immediately Kagura followed him, noticing his rush. "Where are you going?" She demanded.

"To get the lake's gold flag." Dizzcharge answered.

"You don't even know where to look!" Kagura reminded.

"It's at the bottom of the lake, where else would it be." Dizzcharge explained. Kagura looked at him, then realized he was right.

"I told you someone would figure it out." Yajima whispered to Chapati. The announcer said nothing, as he discreetly slipped the aged mage a 100,000 jewel bill.

Arriving at the lake, Dizzcharge smirked knowing what alien to use now.

"Omnitrix don't fail me now." Ben said, slapping the disk. In place of the hornet was a dark grey humanoid shark with jaws full of sharp teeth. Its cranial fin split into a V-shape. The arms had two slits on the back of each of his wrists, near the fins, and his hands and feet were webbed. His clothing was an emerald green wetsuit with a black trim complete with cowl that covered most of his face except the mouth, nose, tail, forearms, thighs, and emerald eyes. The Omnitrix disc was on his belt and the Fairy Tail Guild Mark was sown on his back.

"Yay!" Juvia cheered. "**Razor Fin**!"

"What's your problem?" Gajeel asked.

"We all have our favorite forms that belong to Ben, mine is the menacing shark man." She countered.

"Catch me if you can." Razor Fin said with a rough tone to Kagura. He jumped high and swan dived right into the lake.

"Well I can safely bet who's going to win this challenge." Chapati said.

"Agreed." Yajima said. "If this form of young Ben's is anything like a real shark, then it will have their natural hunting instincts and mobility in the water."

"Not if I can help it." Rouge said, as he neared the lake. His chase with Patti lead him where Ben was and he heard where the lake golden flag was. Rogue threw off his cloak and dove in after him.

"Cannon Ball!" Nullpudding had apparently dug himself out of the snow and followed clearly his target was Ben.

"That spike covered fool." Kagura groaned. Realizing if she wanted her team higher on the board, Kagura jumped in after the three.

"How amusing." Patti said from on top of a tree branch. She giggled as they swam through the lake. "But obviously, Excalibur's Glory will be on its rightful place as the ultimate guild." Patti bragged, looking at 37 points in flags.

Right where Ben thought it was, the lake's golden flag was perched dead smack in the middle of the lake floor. "Come to fishy." The shark man said. Only to dodge the shadowy aura attack from Rouge.

"Sorry Ben, but I'm not losing this challenge." Rogue said.

"Dude, how can you breathe underwater?" Razor fin asked confused.

"This is magically generated water, of course we can breathe in it." Rogue said in a "duh you moron" tone.

"Well, well a gold flag for me?" Nullpudding asked sarcastically. "**Needle rocket kick!"** He swung his legs at Ben and Rogue while releasing high speed needles at the two.

"Alright bub." Razor fin said rudely. He swung his arms out to the side, and two hook like bone blades popped out of each wrists. When looking from the top, they looked like anchors. "I'm really getting sick of you and your guild!" He swung the blades and deflected the attacks.

"Thanks for the distraction." Rouge commented. Rouge dove down faster, aiming for the gold flag. However a shockwave soon prevented him from doing so. Rogue turned to see Kagura swimming down at full speed.

"Damn it," Rogue said, realizing her power was on par with Minerva's. He took a deep breath and shouted. "**Shadow Dragon: Roar!"** Rouge's shadow attack aimed right at Kagura. However the Mermaid Heel mage spun around, dodging the attack.

Realizing he needed to deal with Kagura first, Rogue swam up and covered his arms in shadows. **"Shadow Dragon Slash!"** The two collided in mid waters.

Razor Fin was about to collide weapons with Nullpudding again, when he stopped and sniffed around, instantly not liking what he was smelling.

"Whoa, time out you three!" Razor fin shouted, getting the others attention. "Rouge, do you smell what I smell?"

Just to humor him, Rogue sniffed around and his eyes widened. "I smell a potent poison!"

"Nice try, you're not fooling me!" Nullpudding said, pulling his fist back for another attack.

However everyone soon took Ben seriously when a dark purple oil spilled into the water through various water lacrimas.

"Time to go." Ben said, suddenly frightened, but he figured it was Razor fin's natural instincts. Everyone nodded and swam up as fast as they could, with the intent of getting out. However it was apparent the oil spill was going too fast.

Laxus and the others were shocked to see Rune Knights coming through. "What the hell?"

"Get them out of there now!" The princess ordered. Everyone scrambled to see what they could do about the toxic leak.

"We can't the controls are locked." One of the control workers said.

"We got to go help!" Natsu shouted in fear. Everyone nodded and ran out, only to be stopped by the Rune Knights.

"Any interference will result in your team being instantly disqualified." One said.

"Our team mate may die out there!" Erza shouted enraged.

"We have it under control." The man said smugly.

"Anyone have an idea?" Kagura asked worried.

"I got one, everyone grab on!" Razor Fin shouted.

"Why should I?" Nullpudding demanded.

"Do it!" Kagura demanded. Nullpudding reluctantly and fearfully did as he was told. It was then Ben slapped the Omnitrix disc, becoming Mega-hurtz, releasing a powerful sonic blast, propelling the four upwards.

"I'm going to hurl!" Rogue shouted with a wicked moan. Megahurtz attack ended up propelling them straight out of the water, and on to dry land. As he rolled to the side, the armored alien reverted back to Ben with a red flash.

"Sometimes, I hate this thing." Ben groaned, noticing the Omnitrix's red glow.

"Shame, presently, I like it." Nullpudding sneered, pulling a spike covered fist back. It was then he was hit in the face with a powerful electric infused knuckle, courtesy of Laxus.

"Aw man, how come you got to do that?" Ben joked, then his face turned into panic. "Aw man, all the flags I had."

"You mean these?" Nullpudding said, holding up not only Ben's flags, but an additional 3 point flag.

"You ass." Laxus said, covered with more lightning. "He saves you and that's the thanks he gets?"

"Yes." Jura agreed, slapping Ben on the back, joining the area as did the Rune Knights and other contestants. However it was also then that the timer ran out.

"Aw man." Ben said, looking up at the scoreboard, and was surprised by the results.

1st place: Patti Realite 37 points

2nd place Rogue Cheney 22 points

3rd place Laxus Dreyar 21 points

4th place Nullpudding 18 points

5th place Kagura Mikazuki 17 points

6th place Jura 15 points

7th Semmes 15 points

8th place Silver 14 points

9th place Ichiya Vandalay Kotobuki 13 points

10th place Ben Tennyson 0 points.

"Wait what?" Ben asked confused.

"You lost, simple as that." Nullpudding cackled.

"Not that pufferfish, Jura should have won, he had a gold flag too." Ben explained, guessing Kagura grabbed a few flags on the way to the lake. However it was then Ben felt something in the back of his jacket.

"Need a hand?" Mato offered walking up.

"Could you?" Ben asked.

Mato dug in and was shocked. "Change in score, Ben has one of the gold flags!" This got everyone's attention. "That means team Fairy Tail A places 4th in this match.

"What?" Ben asked confused.

"It must be the gold flag from the lake area and it ended up in your jacket." Rogue suggested.

However Ben then noticed a few stray chunks of ice on the flag. He turned to Jura who nodded with a smile.

"Ok, now that the crisis is over, what happened down there!" Kagura demanded.

"Simple, there was a problem with the filters, a common mistake." A rune knight answered. However it was clear, none of them believed this.

"Guiding Light's handy work, no doubt." Makarov said with a sigh. He had gotten in contact with Jellal before today's events and had heard all about their activities. Clearly Doma had created a cover story to prevent a panic. However what the aged guild master didn't understand was how the Rune Knights got here so quickly, or how they came up with their cover so suddenly.

Rogue meanwhile was dealing with some confusion himself. When he fought Patti in the desert area, it was almost like she knew right where the gold flag was and how to get it easily. Heck from what he understood, it took Jura a while to get a hold of his flag.

"I'm just grateful we all got out of that death trap alive." Ben said, getting an agreeable nod out of everybody.

"You know newbie, had it not been for this distraction. Laxus admitted. "You probably would have won this."

"I don't know if I'd say that." Ben admitted as they walked off, as the Rune Knight's handled the issue.

"I must say the boy is quiet powerful." A man told Minerva. He was easily twice the size of Jura with double the muscle. His eyes had a dramatic effect of being pure white and had a beard that went down to his pecs. He wore a red beaded necklace around his neck and a large dome hat on. This monstrosity is the guild master of Sabertooth, and father of Minerva, Jienma.

"Are you suggesting what I think you are?" She asked.

"Yes, Ben Tennyson must join Sabertooth, our guild needs strong wizards like him." Jienma ordered. "After all he bested one of our dragon slayers and saved another."

Meanwhile Octavius eyed Ben himself, and one thought came to mind. "All according to plan."

**-Omnitrix Database-**

**Species name: Voltarian Stormian tribe Kabolto**

**Hero Name: Dizzcharge**

**Home world: Voltaria**

**Abilities: Electrical Discharge and Manipulation, Flight, Enhanced Durability, Signal broadcasting between other Kabolto's**

**Description: One of the three different hives of existing Kabolto, the Stormian Kabolto's of the planet Voltaria have been one of the more peaceful than the other variations. However they are overly protective of their own and will go against the others tribes: Wattalios and the Sabolts.**

**Species name: Selachimarkian**

**Hero Name: Razor Fin**

**Home world : Piscciss**

**Abilities: Underwater Respiration, Arm Blades, Enhanced senses, Deep-sea pressure resistance.**

**Description: Rivals to the Volann species, they have near identical strengths. However the Selachimarkians are meant more for combat, while Volanns are meant for hunting. (AN: Yes this alien is essentially a shark version of the X-man Wolverine, it was the best I could think of.)**

**And there's chapter 5 in a nut shell. Basically all the other fights were exactly the same as they were in the Anime/Manga if I didn't write them out. And to what happened with Grey and Flare, simply put it's all a part of the plan. Also the points for this are:**

**Team Sabertooth: 28 points**

**Team Excalibur's Glory: 20 points**

**Team Lamina Scales: 20**

**Team Savage Hunter: 18 points**

**Team Fairy Tail A: 17 points**

**Team Blue Pegasus: 14 points**

**Team Raven Tail: 14 points**

**Team Mermaid Heel: 11**

**Team Fairy Tail B: 9 points**

**Team Quattro Cerberus: 4 points**

**Also Two things before I go. 1) I received a review for a possible name for Ben's dragon form called Dragonaut. I'm going to have to say no simply because I am a fan of Ultimate 10's Ultimate Fairy Story, and he has plans to name his Dragon form that. I simply don't want it to seem like I'm copying him. Second if anyone has any requests for the extra challenges, I'm open to suggestions. So leave a review, and I'll see you next chapter.**


	6. Chapter 6

**Ben 10 Guild Mage**

**Chapter 6: The night after the first day**

**AN: A poll has been put up for the name of Ben's dragon form. To help with your decision he will be an armored version of the dragon from Be-Knighted. All I'm saying. Also, there have been multiple guest reviews I've deleted in regards to two ideas for the story, and I want to clarify some things about them. The first is for Ben to have the power to fuse his aliens together like Omniverse Ben 10,000 does. This power is his own creation called the Biomnitrix, and I'm going to say no. Don't get me wrong, it's a cool idea. In fact several people got in contact with Derrick J. Wyatt through his blog about possible combinations. Including Clocktomix, Echo Ditto Echo Ditto, Toe Dust, Gravidactyl, XLRG, and dumbest of all Peskmungodust. Simply because, I feel it shouldn't exist, yet. The second idea is to replace Erza with Ben in Pandemonium. The answer again is no way. For one reason, he's not the only powerful character. I've noticed in some fanfics, people tend to make Ben, or another character in a crossover, a lot more powerful than he/she should be and they neglect other characters. I don't want that to happen, plain and simple. Also I read recent chapters of Fairy Tail and one thought came to mind: All is right with the World!**

"How can you live in such a horrid world?" Cana asked, still slightly drunk.

"It's not that bad." Ben insisted, all the while worried about how she was taking the new.

"It's not," Cana gasped. "Your country's legal drinking age is 21, tell me that's not horrible!"

"Perhaps you should visit Cana." Erza said with a laugh. "Perhaps it could help you curb your irrational drinking habit."

"There's nothing irrational about how I drink." Cana shot, before gulping down some more of her barrel.

Everyone had been relaxing in regards to the first day. True neither Fairy Tail team was in first place, but it was still a far better cry than last years.

"I got to say Ben, you did great out there today." Romeo said. "You totally should have won."

"Beggars can't be choosers I guess." Ben shrugged. "I'm just grateful everyone got out in time."

"You did well Ben." Makarov said proudly, "Despite my son's idiotic guild member, you did Fairy Tail proud today."

"Still, I wonder what really happened?" Lucy asked.

"Couldn't have been Malware." Ben said firmly. "We would have known by now if it was."

"Hey where's Grey?" Happy asked confused.

"He went out for some fresh air." Natsu said, noticing him earlier.

Grey created another skipping stone sized ice chunk and tossed it into the river. "I don't believe it." He thought bitterly, "All that training, all that hard work, and for what, nothing!" While he was grateful his team wasn't in last place, he was infuriated over the fact he didn't contribute at all.

"Grey?" Juvia asked. "Is everything alright?"

"Yeah, I just need some time to myself." He said rather harshly.

"Oh, Ok." Juvia said, somewhat fearfully.

Grey was about to throw another in, when he saw someone in a hooded cloak walk past. Initially he didn't take it seriously, until he saw a strange looking gun in the man's back pocket.

"There's something you don't see every day." He admitted. Grey was about to toss another ice chunk in, when he sighed. "I swear part of Ben is rubbing off on me."

Burst meanwhile was walking out of a bar, guzzling another bottle of whiskey down. "I lose one match, and the whole damn world hates me for it." He had a massive falling out with his team after the matches. In rage, he said he wished they never met, and then left the hotel to get drunk.

It was then Burst made his way down another alley, and noticed something, a large creature, bigger than even he was. The lighting was horrible but Burst could faintly make out large bat wings on it.

"What the hell?" Burst created a small fire in his palm for lighting, and was shocked at what he saw. The creature noticed the light and lunged at Burst who screamed bloody murder. However it wasn't hard to hear.

"Let's go." Ben said, running out the door, with Natsu, Happy, and Lucy not far behind. Erza decided to stay behind incase whatever was going on, would come to the hotel.

"Any ideas where we're going Natsu?" Lucy asked, noticing the dragon slayer sniffing around a lot.

"I smell a lot of blood, hard right." He said, running ahead.

When they got to the scene, the saw a hooded figure kneeling before a massive blood covered wall. Bits and pieces of debris could be seen all over the place.

"Dude, what happened here?" Ben asked in shock. It was then the figure turned to the Fairy Tail wizards and was immediately taken back. At that, he ran fast.

"Hey wait!" Lucy ordered, but clearly was too late.

"Happy." Natsu ordered.

"Aye sir." Happy wrapped his tail around Natsu and took flight.

Ben activated the Omnitrix and turned into Wing-Storm and Lucy hopped on the alien's back. The four eventually caught up to the cloaked figure.

"You know, running away from a crime scene kind of makes you look guilty." Natsu shouted.

The figure turned around and held its hand out, releasing a powerful yellow energy beam, aimed right at the Fairy Tail team.

"Ok, this is not helping you." Wing-storm shouted angry.

The figure leapt over an oncoming vent and cleared the large gap between buildings.

"Ok, he's going to be harder to catch then I thought." Lucy admitted.

"Not for long, hold on tight." Wing-storm ordered. He descended faster, giving him more speed to catch up with the cloaked figure.

"Full speed ahead Happy." Natsu used his flames to propel the Exceed faster. The four were dead on his track when the figure threw down another energy blast and created a massive smoke screen.

"Dude, low blow." Natsu said enraged. Wing-Storm used his wings to blow the smoke away. Only to find the only suspect gone.

"Natsu any ideas?" Lucy asked, getting of Ben who reverted back to human.

"I can't tell, the area is full of burnt stone." Natsu gripped.

"Great, so you lost sight of him too huh?" Grey asked walking up.

"You followed him too?" Happy asked.

Grey nodded. "I saw this in his pocket, and as I was following him, whoever that was dropped this." Grey held out the strange gun the cloaked figure had. "When that scream was heard."

"So that clears the guy but why did he run?" Lucy asked.

"Because he saw me." Ben said firmly. "That weapon you have Grey, is Plumber tech." Instantly everyone got worried.

"You think Servantis knows you're alive and somehow sent someone to finish you off?" Lucy asked concerned.

"I wouldn't put it past him." Ben admitted. "In fact that fighting style looked familiar."

"Then why didn't you say something before?" Natsu questioned.

"Hey I can't remember everyone I fought can I?" Ben admitted.

"Fair enough." Natsu admitted with a nod.

"Aye." Happy agreed.

"We should get back to Gramp's and the others." Grey said. "They're going to want to know about this."

Everyone nodded and decided to head back to the hotel.

"Still, I wonder what happened?" Ben asked. The five eventually made to the alley where they found the bloody mess, only to find the Rune Knights already looking the area over.

"Oh, it's Fairy Tail." Dorenbolt said awkwardly.

"I take it you heard about this?" Lahar asked dryly.

"Hard not to." Natsu chuckled.

"Commander, we found this." One knight came up and brought over an armor fragment. To everyone's surprise, it had the Excalibur's Glory mark.

Natsu grabbed the fragment and sniffed a bit. "Trace amounts of melted metals, and burnt hairs."

"You think it belongs to Burst?" Lucy asked. Natsu nodded determinedly.

"We will take what you said into consideration." Lahar said, knowing this was their only clue, and Natsu had expanded upon it.

The Fairy Tail team decided to head out, not to miss curfew.

"What could have caused something like that to happen?" Grey asked confused.

"I doubt it was something pleasant." Lucy said shuddering.

"I just want to know who that cloaked guy was." Natsu said with his arms behind his head.

"Still I can't help but think-" Ben began.

"Think what?" Lucy turned around to see Ben had disappeared in a swirl of blue and green light.

"-the energy looked." Ben stopped to see himself in front of Minerva and Jiemma.

"You are in fact aware there are easier ways to get my attention?" Ben asked, realizing he was on the other side of town.

"Be that as it may, I have a proposition for you Tennyson, one you would be foolish enough to refuse." Jiemma said. "For you to join Sabertooth."

"The fact I have another guild mark on my arm completely slip your noticed?" Ben replied angry.

"Why would you even bother with those fools in Fairy Tail?" Minerva demanded. "Sabertooth is far greater."

"Because they're my friends." Ben shot back. Then thought to himself. "And they're the only ones who believe I'm from an alternate dimension."

"Friendship is useless!" Jiemma roared. "You don't see Sting and Rouge having them."

"Huh." Ben admitted, shocked at Jiemma's response. "Well if that's all." Ben turned around to leave.

"You should never turn your back on an opponent," Minerva chuckled as energy built up in her hands. "You never know what could happen." She raised an arm and shouted. "Ih Ragdo!" An energy beam blasted out of her hands and right at Ben.

Ben slapped the Omnitrix, becoming Spectrum. "And you should never assume the opponent has." The alien laughed, absorbing the blast.

"You little." Minerva began, only for Jiemma to step in.

"My daughter may not convince you, but I can!" The monk dressed man charged at full speed. Spectrum barely dodged the attack.

"Daughter?" Spectrum asked, then shot an energy blast. "I don't see the resemblance."

To Spectrum's surprise, the attack was deflected by a mighty swing of the guild master's arms.

"The boy is going to learn the hard way." Minerva chuckled darkly.

Spectrum flew forward and tried to punch the man in the face. Only Jiemma was quicker and hit hard, causing the alien to fly into the way behind him.

"Ok, if Spectrum won't finish this, then maybe Megahurtz can." Ben slapped the Omnitrix disk, becoming Freezer-burn.

"I thought we got over this?" The alien gripped. Noticing Jiemma closing in, he froze the ground bellow and shot a fire stream behind him. The alien propelled himself with great speed and slammed his fist into the man's midsection.

"Ok, that hurt." Freezer-burn groaned, rubbing his now cracked knuckles.

"Amusing." The man said darkly. With a single punch, Jiemma knocked Freezer-burn onto his back. Jiemma jumped up and clasped his hands together. His body was covered with a purple energy source.

"So is this!" Freezer-burn shot his fire/ice combo blast upwards. The attack covered the guild master and shot into the sky. To Ben's surprise, Jiemma still kept coming.

"Not good." The alien rolled to the side, narrowly dodging the attack.

"To think I wasted my territory magic on you!" Minerva cackled, enjoying how her father was humiliating the boy.

"At least I can tell the difference between an attack and a signal flare." Freezer-Burn quipped. It was then Jiemma was met with the powerful enlarged fist of Makarov.

"Well it looks like I got here just in time." Makarov admitted with black wing armor equipped Erza.

"This doesn't concern you." Jiemma ordered, getting up off the ground.

"You attacked one of my children, of course it concerns me." Makarov countered enraged.

"What's this even about?" Erza demanded.

"They want me to join Sabertooth." Freezer-Burn explained. Immediately, Erza looked at the two in rage.

"He doesn't belong with fools like you." Minerva chuckled darkly. "His Take-over powers belong to Sabertooth."

"The fact Sting hates me completely slipped your notice, didn't it?" Ben asked.

"Emotions do not matter!" Jiemma roared. "Why would you stay with the weakest guild in existence?"

"Because they're my friends." Ben explained.

"You are a fool." Minerva chuckled.

"You best be quiet." Erza ordered, pointing a sword at Minerva.

"Like your dull blades can hurt me." Minerva sneered.

"Care to test that theory?" Erza threatened. The two mages eyes locked on to one another, creating sparks.

"Enough, if that is all, we will be taking our leave." Makarov said enraged.

"You don't know who you've made an enemy of old man." Jiemma said angry.

"On the contrary, I do Orlando." Makarov admitted. "You were at one point a fine solider, then you became so obsessed with strength and power, three platoons of men lost their lives in the line of duty, forcing your dishonorable discharge."

Jiemma was taken back by this information, the fact that the old man knew.

"And let's not forget your daughter's handy work, all of those people you've tortured." The guild master said, turning.

"Is that suppose to scare me?" Minerva taunted.

"What I'm saying is, should you continue these actions, we could indeed press charges, and Sabertooth would be forbidden to compete in the games." Makarov explained, with a dash of smugness in his voice.

"What!" Minerva demanded.

"We can do that?" Ben asked Erza. She shrugged just as confused.

"Now come along you two, it's almost midnight." Makarov told Erza and Ben. Feeling safer, Ben slapped the Omnitrix disc, turning back to human.

"He can't be telling the truth!" Minerva roared. Sadly, Jiemma nodded.

"Master, that was amazing." Erza said astounded.

"Contrary to what some people believe, I do stay awake during meetings." The old man admitted, scratching his face. As the three returned to the hotel they saw a man walk out, twirling some kind of blue fabric on his finger. He was a few inches taller than Erza and had a dark purple shirt on that exposed his chest and stomach. He wore brown pants, which had a gourd hanging off the side and his black hair tied into a bun, concealed by white fabric.

"Ok, who was that?" Ben asked confused.

"That was Bacchus, the drunk falcon of Quatro Cerberus." Erza explained. "I've met him on several missions before, and he's no amateur."

"So what did he want?" Ben asked. The three got their answer, entering the hotel, and seeing what was left of Cana, unconscious and topless.

"What happened here?" Makarov asked confused.

"Bacchus showed up and challenged Cana to a drinking contest and she lost." Bisca explained. "Though in fairness, she did have a head start."

"And you said your drinking habit wasn't irrational." Erza smirked.

"Shut up and lone me a shirt." Cana ordered, still drunk. "Bastard took my bra."

"So what happened to you Ben?" Lucy asked concerned.

"Sabertooth's master asked me to join," Ben shrugged. "I said no and Makarov helped scare him off."

"I bet you were beating him, even before Gramps showed up." Natsu boasted.

"Sorry, but my knuckles are still sore." Ben admitted.

"This weapon is amazing." Levy said, looking it over with her gale force glasses on. She and the rest of team Shadow gear were trying to figure out the blaster's origin, and find something that could identify the person who owned it.

"Maybe Tech-support." Ben began, only to see the Omnitrix was now red.

"Let me see that." Azlack took the blaster, pointed it forward, and fired, releasing a powerful energy blast, destroying a wall

"Ok, maybe Ben should take that." Levy suggested nervously.

"After I use it." Natsu declared.

"Like hell you are." Lucy shouted terrified. Erza was about to comment, when she noticed how quiet Gray was being.

"Is something wrong Grey?" She asked, pulling him to the side.

"I guess I just feel kind of useless is all." The ice make mage admitted. "Everyone got a lucky break on my team except me during today's challenges."

"Be that as it may, this is only the first day." Erza reminded. "And we will have many more chances to come."

"I guess." He shrugged.

Meanwhile, at Soaring Petal hotel, Excalibur's glory was having an emergency meeting, in regards to the bloody disappearance of a member of the Noble Arms.

"I have to compete?" Aaron asked confused.

"We don't have a choice, with Burst gone." Octavius explained.

"But what about my." Aaron began.

"I said you don't have a choice!" The guild master ordered darkly.

"Face it shrimp, you're in." Patti sneered. "Well so long as you're careful with your magic."

"Yeah but." Aaron tried to reason.

"Face it short stuff, you're in." Razor chuckled, turning his arm into a glaive with his blade magic.

"That's enough, all of you." Octavius roared. "Now, because of Burst's blunder we are tied for second, and I expect all of you to fix this mishap."

"Understood sir." The five competitors said, each with a different tone.

"Now get, now." Kaiser said. "I have to get in contact with our source."

As the competitors left, Octavius smirked. "Soon, I will be the guild master to the ultimate force in Fiore."

Aaron went into his room and locked the door, uncertain of what was happening. It was then, he felt it, a pulsation of his magic. "No, stay down." Tears filled his eyes, remembering the chaos the powers he was given caused. Aaron then looked at his wrists. Lined in his armor was an assortment of runes capable allowing him to attack with energy blasts, instead of his real magic. However, it was clear, they were fading.

Jellal and the rest of Crime Sorciere looked over the rest of the remains of the crime scene.

"I can sense it, this was the work of something from the book of Zeref." Jellal explained.

"But what could have done this?" Meredy asked concerned.

"I think I know, but I hope I'm wrong." Ultear shuttered. "During my time in Grimoire Heart, I heard of the ability called absorption magic." The other two looked at her in confusion. "The idea granted the user the ability to copy the strength of another mage, by absorbing their magic, and in some cases, they could absorb an entire person or animal."

"How did you come to that conclusion" Meredy asked terrified.

"If you absorb someone with that magic, you would expel a massive amount of blood out of your mouth." Ultear explained, causing the girls to shutter.

"Be that as it may, how did something from the book of Zeref get in?" Jellal asked, confused with all of the Rune Knights and mages present. Then, he got a disturbing thought. "Unless it involves Tartarus."

Tartarus was the most powerful dark guild in existence that was said to be made up of demon of the book of Zeref. The key problem was, no one knew where to find them.

"You don't actually think they got in, do you?" Meredy asked, terrified.

"We can't say no, in the mean time we keep our eyes open." Jellal ordered. The girls nodded.

About an hour later, roommates Ben, Natsu, and Happy were fast asleep. However, Happy was promptly awakened by a series of beeps and green lights. To his surprise, the Omnitrix was going off.

"Ben, do something about your watch." Happy ordered, half asleep. However the dimensional traveler was fast asleep.

Happy groggily sighed, "I have to do everything, don't I." He slid out of bed and walked over to Ben.

"What's wrong with this stupid thing?" Happy wondered, tapping the device.

"Remote Lifeform Access code initiated." The Omnitrix said in a synthesized version of Ben's voice. "-DNA now accessible." Happy was still half asleep so he didn't hear what alien was unlocked.

"I'll tell him tomorrow." Happy said, going back to bed.

**And here is chapter 6 in a nutshell. As to what Alien Ben has unlocked, you'll find out next time. I'm still open to ideas for extra challenges. Ideas presently include a tag team race and facing off against their nightmares. So leave a review, and I'll see you next time.**


	7. Chapter 7

**Ben 10 Guild Mage**

**Chapter 7: Dragons and Tigers and Bikinis Oh my!**

**AN: Ok, I apparently need to explain this to those of you who tried to get in contact with me via guest review. If you do not see it on the review page, then I deleted it. I apologize for this, but it simply meant I'm not interested. If you have an idea, please use an actual account so I can get in contact with you and we can discuss it.**

"What was it?" Happy thought to himself, agitated.

"What's wrong?" Romeo asked the exceed.

"There's something I'm have to tell Ben, but I can't remember." Happy explained.

"Don't hurt yourself." PanterLily said. "You might end up like those three." Lily was referring to Natsu, Gajeel, and Sting. The three people in last place for the chariot race. The objective was to run through Crocus, on moving platforms. Naturally, the dragon slayers had problems. However the likes of Bacchus, surprisingly Razor and Risley didn't. Ichiya on the other hand passed out from exhaustion and use of his Speed Perfume. Natsu meanwhile was out cold, but hopefully would recover quickly.

The final result was:

1st place: Bacchus Groh

2nd Place: Tyler

3rd place Risley Law

4th place Kurohebi

5th place Ally

6th place Yuka

7th place: Ichiya

8th place Natsu

9th Gajeel

10th Sting

"I can't wait to see the look on the big guy's face." Ben smirked at the developments.

"Hey, he hates you enough as is, I'd rather not invoke his wrath further." Lucy said firmly and terrified.

"Let's see who's in for the fights this time." Gray said, wanting to see if he'd get a second shot.

"Alright, it's time for the battle rounds." Said the overly excited guest judge, Jason, reporter from Sorcerer's weekly.

"The only difference is these matches are predetermined by the King himself." Yajima explained.

"First up Its Impact from Team Savage Hunter, Vs Toby from Team Lamina Scales." Chapati explained, wearing a different wig.

"Let's end this dog breath." Impact said, drawing a sword.

"I got to know, what's with the eye patch?" Toby asked.

"Wouldn't you like to know." Impact scoffed.

"I'll tell you what." Toby suggested. "If I win, you tell me, but if you win, I'll tell you my greatest secret."

Impact was silent for a moment, then gave a hearty laugh. "You got a deal, I love a good bet."

Toby charged with his Mega Paralyzer Jellyfish claws active. Unfortunately for him, Toby was then covered in an assortment of slashes. Before anyone knew what happened, Toby was on the ground, and Impact was behind him with two swords out.

"I didn't even see him move." Erza gasped astonished.

"Ok, that was kind of cool." Ben admitted. His team mates nodded.

"Impact wins!" Mato declared, just as surprised as the rest of the crowd.

"Alright, let's here this secret of yours." Impact demanded.

"Alright, the truth is, I can't ever find the other to this pair of socks, so I made this necklace." Toby explained, pointing to his necklace and tears running down his face. Everyone just looked in disbelief.

"Kid, get help." Impact ordered.

"That was awesome!" Jason gushed.

"Indeed, and as far as I can tell, Impact didn't use a single amount of magic." Yajima admitted.

"Now, next on our list of fighters, it's the King of Wine, Bacchus vs a member of team Fairy Tail A." Chapati explained.

"So it's one of us." Erza said grimly.

"It won't be an easy fight, especially if what you say is true." Ben told the girl.

"But what if it's Natsu?" Lucy asked concerned.

"Then we wake his ass up." Grey said rudely.

"AVENGE ME, I DON"T CARE WHO!" Cana roared angrily from her spot in team Fairy Tail B's box.

"Calm down." Mira suggested as Gajeel held her back.

Grey could beat that ruffian no problem." Juvia said emotionlessly.

"I take it everything's in order?" Lahar asked Arcadios. The knight nodded.

"And it's newcomer Ben Tennyson." Chapati explained.

"Of course, this universe loves to screw with me too." Ben said flatly, walking down to the arena, where Bacchus laid down, uninterested.

"Ah, what was it?" Happy shouted, infuriated he couldn't remember.

"I'm sure it wasn't important." Mavis said, trying to soothe the cat's nerves.

"No, it totally was." Happy insisted, grabbing his head in irritation.

"I'm sure you'll remember." Lisanna said, scratching the cat behind his ears.

"Hey, what do you say we take a page out of those losers before us?" Bacchus suggested. "We make a bet?"

"Uh, ok." Ben shrugged confused. "Why?"

"Rumor has it, that girl Kagura from Mermaid Heel likes you." Bacchus explained standing up and stretching. "So if I win, I get to go on a date with that smoking hot number." He added that part with a lecherous grin and an overconfident tone. "I can't have a girl that fine go with a freak like you."

"What!" Ben shouted, his face completely red.

"You bastard, how dare you wage such a thing!" Kagura shouted so enraged, she practically jumped out of her team's box and was going to unsheathe her sword.

"Save some for the rest of us." Arianna said, wanting the same.

"That unreasonable drunkard." Erza shouted, equally infuriated.

"And he's a total freak." Lucy shivered.

"And if you win, you can rename my team for the rest of the tournament." Bacchus howled with laughter.

"Aw man, that's so not." Ben began, only to remember what Erza told him about his opponent: He always fights drunk, and fights best then.

"Alright." Ben said, getting a mischievous smirk.

"WHAT!" Kagura demanded, downright infuriated.

"Then it-" Bacchus began.

"On one condition, we throw a little twist into the fight." Ben said.

"Twist, what do you mean twist?" Bacchus asked confused.

"Yeah, what?" Mato asked, equally confused, although interested.

"If I agree to your terms, then you have to agree to mine." Ben explained. "I limit myself to three transformations, anything more and I'm disqualified from the match."

"Ok, what is he doing?" Cana asked confused.

"Easy pickings." Bacchus sneered.

"Ok smart guy, now for your terms." Ben smirked. "You have to fight me sober the whole match."

"What?" Bacchus demanded, getting everyone's attention.

"That clever little turd." Goldmine murmured under his breath.

"Can he even fight sober?" One member of the crowd asked.

Immediately Kagura started to calm down. "Clever Ben, leveling the playing field to your advantage."

"Damn, the guy had me fooled too." Impact laughed. "I almost wish the dog would have done the same."

"Your match would have lasted a few seconds longer then." Silver said, equally happy.

"I'd agree to those terms." Lahar admitted. The other Rune Knights and Arcadios nodded.

"No chance in hell!" Bacchus said enraged.

"What's the matter, can't go one fight without your precious booze?" Ben taunted.

"Hand it over." Mato ordered, referring to the gourd Bacchus had hanging off his hip.

"What?" Bacchus demanded.

"He agreed to your terms, so you have to agree to his." Mato explained, sounding serious.

"Ben Tennyson, you are officially my favorite person." Cana shouted happily.

"No deal." Bacchus pouted. "I'm not doing these restrictions."

"You are in fact aware today's fights are handpicked by the king himself right?" Mato explained, sounding menacingly. "And I just got off telepathic communications with him, and he's all for these restrictions." Bacchus' face fell in defeat, and he handed it over.

"Oh man this is going to be good." Lector said happily.

"Fro thinks so too." Frosch said equally excited.

"Alright, let the next match begin!" Mato shouted excitedly.

Ben slapped the Omnitrix, becoming Dread-Wood. "Alright Bacchus, how do you like this!" He threw his hands forward as they extended, becoming maces.

Bacchus smirked wickedly. "I don't." Bacchus swung his open palms at the vine like creature, destroying his arms.

"OW!" Dreadwood recoiled, rubbing his arms as they regenerated.

"My turn." Bacchus smirked. Despite being sober, Bacchus displayed the same level of speed he did during the chariot race. He ran at the alien at high speeds, swinging his arms and ripping the plant apart.

"Aw come on." Dreadwood gripped, trying to dodge. However Bacchus was too quick, and he launched Ben to the side with a might blow to the stomach.

"Ok, so if Dreadwood won't work, let's see him handle Spectrum." Dreadwood suggested, slapping the Omnitrix. However instead of the energy ghost, Ben had turned into Underbite.

"Oh man." The mole alien whined.

"Oh he's adorable." Lisanna gushed alongside every girl in the arena.

"I want one." Shelia told her cousin.

"Maybe for your birthday." Sherry explained.

"Damn kid you are stupid." Bacchus roared with laughter, charging at Ben. Underbite then spun at high speeds, burrowing underground.

The Drunk Falcon stopped dead in his tracks, realizing his target disappeared. Bacchus cautiously looked around, trying to find the mole.

"Wait, duh." Bacchus thought. He raised his hands and slammed them into the ground beneath him, causing a massive crater to form.

"Too slow." Underbite said, coming up from under Bacchus's feet, claws ready. However the member of Quatro Cerberus caught the mole with one hand. In the same swift movement, he tossed the alien to the side, far.

"Ben's not doing so good." Romeo noticed, getting worried.

"Well Bacchus is on par with Erza." Makarov reminded.

"You said that about Jellal, and you lied to me then too." Mavis reminded with a pout.

"Perhaps if Ben could access one of his older forms." Panterlily began, only to be interrupted by Happy.

"That's IT!" Happy shouted in realization. "Ben has another form."

"What are you talking about?" Makarov asked confused.

Bacchus ran forward at high speeds, getting closer and closer.

"Last night, the watch went off, it said he had access to another alien." Happy explained. "I think it's called an Apple Laxative."

When Bacchus was in range, Underbite sighed. "You know what Omnitrix, I give up, surprise me." He said, slapping the disk. As Bacchus's attack connected, the field around the two were covered in dust and an emerald green light.

"Well that's the end of that." Sting smirked.

However it was then all the slayers could hear a menacing growl. Bacchus was then punched out of the cloud, and something came out.

It was a massive humanoid tiger, without a tail and a single black claw on each of his knuckles. It had two massive black eyebrows and pure emerald green eyes. It was clad in a torn grey jean vest that exposed its buff white chest and muscular arms. Black fingerless gloves covered its hands and exposed the claws and back of his hands. He wore torn up blue and heavy metal combat boots. However the crowd and competitors were focused on two features. One: On his right arm was a blood red Fairy Tail mark, however as a strange effect, one of his stripes seemed to pierce it, and Two: an Omnitrix disk on its green wrestling belt, wrapped around his waist. **"RATH!"** The alien shouted angrily.

"Uh, that's the alien Ben told us about with the anger management problems, right?" Lucy asked awkwardly. Erza nodded.

"Oh I don't know who I feel sorrier for." Grey admitted, getting excited. "Natsu for missing this, or Bacchus for the beating he's about to get."

"Now let me tell you something Bacchus the Drunk Falcon!" Rath roared enraged. "Rath is really getting sick and tired of your mouth, so Rath is just going to punch you in the face, until Rath doesn't feel like it."

"Uh, Rath, or er Ben." Mato said nervously. "You are in fact aware if you transform once again you'll be disqualified?"

"Now let me tell you something Mato, the strange pumpkin mascot thing, Rath is aware of how many times he's transformed." Rath said, walking up and pointing a finger. "So if you don't mind,"

However Rath didn't finish his sentence, as Bacchus took this opportunity to strike Rath in the side. This caused the alien to drop to his knees.

"That's what the fool gets for turning his back." The alcohol obsessed fighter chuckled looking to the side smugly. However his good mood was replaced with shock when Mato ran away terrified.

It was then, Rath's muscular grip was placed around Bacchus's throat. The Appoplexian then brought the mage up to his eye level. "Interrupting somebody while they are talking, is not cool!" At that statement, Bacchus gulped horrified.

**"INCURSIAN AMBASSADOR!"** Rath delivered a powerful strike to the man's midsection.

**"POLARIS PILEDRIVER!"** Using the momentum, he delivered a bizarrely position move.

**"SATURN SPINE SHATTERING SLAM!"** Bacchus was then the victim of a devastating body slam.

**"ANTARIAN ARM BAR!"** The tiger rammed into Bacchus hard.

Then the finisher. **"SIRIUS BUTT-KICKING!"**

"I must try these moves." Lily said, writing down notes on how to perform the moves he had seen.

"What is that thing?" Yukino asked horrified.

"Duh, the Sabertooth mascot." Sting admitted, despite his hatred towards Ben. The other Sabertooth competitors nodded in agreement.

"Ben Tennyson wins." Mato squeaked, terrified of the tiger like alien.

"I got the perfect name for your guild, Team Sissy Puppies." Rath ordered. "Cause it's what you are!"

"NO!" Every member of Quatro Cerberus cried, tears running down their faces.

"I have one question." Bacchus began, weakly getting up.

"The star." Rath answered, instantly knowing what he was going to ask.

"Thank you." Bacchus said weakly, lying down.

"No problem." Rath shrugged, slapping the disk becoming Ben.

"I am officially a cat person now." Cana laughed happily.

"And with an explosive fight, Ben Tennyson pulls of a win for Team Fairy Tail A over Team Qua- I mean Team Sissy Puppies." Chapati said, astonished by the events. More tears rolled down Bacchus's guild mate's faces.

"That's a form I'd rather not get to close in a bar." Yajima admitted.

"Best form ever." Jason squealed.

"Ben that was beyond awesome." Grey said, happily.

"Why didn't you tell us you had that form again?" Erza asked, happy for the victory.

"I didn't even know." Ben admitted. "But I'm grateful Rath is on the playlist again."

"Yeah, I can explain that." Happy said, flying over. Everyone looked at him, then the Exceed explained the events of the previous night.

"I'm tempted to reintroduce you to Rath for not telling me sooner." Ben said enraged.

"Guys!" Natsu shouted running in.

"Hey Natsu, you just missed." Lucy began.

"Infirmary now." The dragon slayer ordered. The team ran off, instantly frightened by Natsu's tone.

When they got to the infirmary, they saw Porlyusica, nursing her aching head, as was Wendy and Carla.

"What happened here?" Lucy asked concerned.

"A handful of men grabbed the three of us." Porlyusica explained, referring to herself and the other girls. "Natsu woke up in time and took them down."

"They were idiots." Natsu explained. "They thought Wendy was our celestial wizard."

"They were after me?" Lucy asked confused.

"But to what purpose?" Erza wondered.

Carla remained silent. What she never told anyone was she had a special power: Clairvoyance. And during her time unconscious, she had another vision. All of Crocus was left in ruins and people were left dead in the streets. What she was more concerned with was the airship of unknown origins, and a strange clock gear.

"What does it all mean?" She thought to herself.

The team went back to the box to discuss what was going on.

"Why would someone need Lucy?" Ben asked.

"Some greedy probably." Grey suggested. "She does have most of the gold zodiac keys."

"I hope your wrong Grey." Carla said quietly.

Ben was about to say something when he looked to the side to see the monkey creature that hung out with Obra of Raven Tail.

"Lost little guy?" Ben asked. The monkey ran off, as if it was summoned.

"I'll follow it, you guys head back to the stadium." Ben ordered, not liking the look on the monkey's face.

"Good plan, you make sure this isn't another attempt at Raven Tail for sabotage." Erza agreed.

Carla made her way to the guest team box that held the remaining members of Fairy Tail. It seemed Tyler from Excalibur's Glory defeating his opponent, Kurohebi.

"Now that name of yours." Tyler demanded, pulling him closer with a large vine from his chaos forest.

"Alright fine." Kurohebi sighed.

"What was the wager?" Carla asked confused.

"Kurohebi wagered his true name, over a dark secret from Tyler." Panterlily explained. "Apparently its bet's a plenty this day."

"Carla, you're OK!" Happy shouted, jumping at the female exceed, who dodge the attack.

It was then, Kurohebi whispered his real name, and Tyler shouted confused. "Your real name is Gladys?"

"You big mouth!" The mimic mage shouted infuriated.

After a moment of silence, everyone burst out laughing.

"That is too funny!" Natsu said between gasps.

"No wonder he changed his name." Grey laughed.

"Damn it." Gladys said his face red.

After the five minutes of laughter, everyone stopped laughing. And they would want to for this fight: Jenny vs Mirajane. Both girls at one point in their lives earned the title: Miss Fiore through Sorcerer Weekly.

Carla meanwhile was once again distracted by her vison, but shook her head. "I can't allow these images to plague me. " She cupped her paws around her mouth and shouted. "Fight with everything you have Mirajane!" Only to be horrified by the display bellow. Mira and Jenny had stripped down to bikinis and started doing model poses.

"These games are getting better and better." Macao said happily.

"Amen to that." Makarov said with a giddily laugh.

"My sister is an idiot." Patti sighed.

"You should get down their too huh Gladys." Nullpudding asked Kurohebi with a sneer.

"I'll kill you!" The mimic mage lunged.

"Ben is so missing the best part." Natsu said happily.

"Don't worry, he gave me his phone." Lucy explained, pulling out said device. "And theirs a direct line to the Omnitrix.

Ben meanwhile sneezed. "I must be getting a cold or something." However he sighed, seeing he lost the monkey. Looking around, Ben discovered he was in a back hallway, one looked more for a supply run.

"What are you doing here Tennyson?" Lahar demanded, walking up.

"What can I say solider boy, I don't trust Raven Tail." Ben shrugged.

"Raven Tail," He asked. "It wasn't that monkey thing was it?"

"How'd you guess?" Ben asked.

"I was following it too." Lahar admitted. It was then, the two had their attention shifted to a series of snarls. The two turned to see six wolf-like creatures. They had no eyes, were blue, and had long tails and fangs.

"Null Void Vulpimancers?" Ben thought, not to alert Lahar.

"Where did these beasts come from?" Lahar asked, slightly frightened.

"I don't know, but I'm pretty sure they aren't here for the games." Ben said, trying to play dumb.

One Vulpimancer then lunged at the two. Before Lahar could react, Ben slapped the Omnitrix, becoming Slam-Tail. In one swift movement, he pivoted, and slammed the large tail into the Vulpimancer and into the wall.

"Please tell me you have back up." The lemur like alien said.

Meanwhile, everyone was fixated on the match.

"This is a place where Wizards go to show strength, not parade around in string bikinis." Panterlily said infuriated.

"Don't be such a spoilsport." Mavis ordered humorously. "And besides, they both wanted to do this peacefully."

"HOLD IT!" Ariana shouted, jumping down with the other member of Team Mermaid Heel (Risely had used her gravity magic to appear thinner), minus the hooded figure. "If you think Mermaid Heel doesn't have the goods, think again."

"How did you talk me into this?" Kagura asked.

"My thoughts exactly." Beth admitted, equally distraught.

"Well everyone knows Beauty needs love, and Lamina Scales is bursting at the seams." Sherry said, dropping down with her cousin.

"This is officially the best year ever!" Wakaba said ecstatically.

"My little sis is just as stupid as ever." Patti sighed.

"Aren't you going to join?" Aaron asked timidly.

"I can always put you in a bikini." Patti countered.

"The one time I didn't bring my bikini." Ally sighed. The boys of Savage Hunter knew not to say anything, knowing how testy she got in regards to her bikini body.

"Want to join the fun?" Erza asked.

"Are you serious?" Wendy demanded. Being the youngest girl in Fairy Tail, she was always conscious about her body. Especially around her Edolas counterpart.

"Besides, we left our bikinis at the hotel." Lucy reminded. Although she was more than certain Erza had at least six swimming costume she could requip into, along with a bunny outfit and a suit similar to the one worn by Frosch.

"Have no fear, the first master is hear." Mavis said triumphantly. With a wave of her hands, several bikinis of all styles dropped down from the sky over the three boxes Fairy Tail was in.

"How did she do that?" Levy asked astonished.

"Don't asked, just follow the wisdom of our first master." Evergreen ordered, taking the bookworm mage by the hand.

"Being a water mage, I naturally fill any swimsuit." Juvia said overly confident, and now in a swimsuit herself.

"Hold did you change so quickly?" Gajeel asked.

"Let's go Juvia." Cana said. "I just want to see the look on Freed's face during this."

"This is going to be awesome!" Jason squealed excitedly. All three members of the judges were now in position of marks that displayed a J on one side, and an M on the other.

"As a reminded, only Mirajane and Jenny's scores will count." Chapati explained.

"Then why are we even here?" Wendy asked embarrassed beyond belief, clad in a one piece sky blue swimsuit.

"How do you think I feel?" Kagura asked in the same tone. Her swimsuit was a two piece light pink with a series of overlapping strings keeping the bikini top to her back.

"Why are you so close to me?" Erza asked in her black bikini. This question was directed to Evergreen in a zebra print set.

"The true queen of the fairies shouldn't be outdone in a beauty contest, now should she?" Evergreen taunted.

"Now for style changes!" Jason shouted ecstatically.

"School girl." Everyone was clad in bathing suits used in Japanese Schools.

"You fill yours out terrifically." Lissana told Wendy.

"I don't need to hear that!" Wendy shouted terrified.

"How do you think I feel?" Kagura asked.

"Stockings!" The girls had black leggings on alongside a swimsuit.

"I covers more skin but it isn't less embarrassing." Lucy mumbled to herself.

"Girls with Glasses!"

"I look like this normally." The wood mage Laki said proudly.

"I don't even know why I'm here." Beth sighed.

"Now to change things up, Cat girls!" Chapati said. He was sweating so hot from the excitement, his wig almost slipped off. The girls were clad in one piece cat like swimsuits with fur trims, fuzzy gloves and boots, tails, and cat eared hairbands.

"This is humiliating!" Carla shouted horrified, wearing a headband.

"Next up is bondage!"

"Sometimes love hurts!" Sherry said, brandishing a whip. Her cousin slowly started inching away from the leather clad girl.

"Are you ready to admit defeat Erza?" Evergreen asked in a dark tone.

"What was that!" Erza demanded menacingly.

"Nothing, nothing at all." Evergreen squeaked frightened. "Just don't hurt me."

"Now partner up for a wedding theme!" Chapati said, wiping the sweat from his brow.

"Thanks for helping master." Mira said in full fledge wedding gown.

"It is my duty as Guild master to aid where needed." The short man said with his hands behind his back and head lowered.

"Levy's mine!" Jet said, slamming his fist into Droy's face.

"No, she's mine!" Droy shouted, returning the favor.

However both boys were shocked to see where Levy's attention was shifted to.

"Aren't you going to partake in this?" Lily asked, holding his partner Asuka's hand.

"No, this is stupid." Gajeel said, waving it off. "I'm taking a nap."

"Why did you do this to me!" Kagura demanded through grit teeth. Her wedding dress was a bit more revealing than others.

"You wanted to attract Ben, right?" Arianna asked playfully.

"I don't think this is what she meant." Beth said. "Though where is he?"

"Probably got cold feet." Risely shrugged. "I doubt he's the only one."

"Why aren't you going down there?" Romeo asked his father, Wakaba, and several other Fairy Tail men who hid behind their seats.

"I made that mistake once." Macao admitted.

"If my wife watches this, who knows the horrors that await me at Magnolia." Wakaba explained frightened.

"A real man doesn't need to do this!" Elfman told the male members of the Thunder Legion as the pushed him forward.

"Aw come on, you know Evergreen is waiting in that white dress for you." Bickslow chuckled.

"Juvia, this is our fated day." Lyon said, carrying her bridal style.

"Use someone from your own guild!" Grey said, slamming his fist into his rival. In the process, Juvia jumped into Grey's arms.

"Thank you darling." Juvia said, snuggling up to Grey's cheek.

"Help, please." He begged.

"So Lucy, do I even need to ask your opinion on this?" Loke asked, now in a white tuxedo, and grabbing his summoner's hand.

"Where did you come from?" She asked confused. Strangely she got a bit of jealousness watching NAtsu and Lisanna together.

However one thought crossed her mind. All of Fairy Tail was present, except for Ben.

"Where is he?" Lucy thought worried.

Slam Tail tossed one vulpimancer into another, as Lahar kept one's mouth open with his sword.

"Those things are massive." One rune knight said frightened as he and several others came in.

"Could one of you kindly help us?" Lahar grunting, having a hard time with his opponent.

"It's not like we have a dog whistle on hand." The same knight said frightfully.

"Oh man, I total forgot about that." Slam Tail admitted. He slammed his tail into Lahar's dance partner.

"Cover your ears everyone, this is going to get noisy." The lemur ordered. Ben slapped the Omnitrix disk, becoming Megahurtz.

"What's that stupid thing going to do?" One knight said rudely.

"Since you asked so nicely." Megahurtz chuckled. He crossed his arms over his body and released a high frequency pulse. The vulpimancers howled in pain, then ran off. However the attack caused everyone to grab their ears in pain.

"Ok, that worked a little too well." Megahurtz said with a sigh.

"Hold it Fairy Tail freak," One knight said pointing his spear, alongside several others.

"Commander, what are your orders?" The knights asked.

"WHAT!" Lahar asked, digging into his ear.

"We are going to arrest this mage for interfering, that's why you called us right?" The mage asked.

"NO, HE HELP ME, I CAN'T HEAR REALLY WELL NOW!" The commander shouted. "ESCORT BEN BACK TO THE FAIRY TAIL A BOX, WE WILL HANDLE THE REST!"

"Uh, Ok." Ben said with a shrug, changing back.

"But." The first knight began, only for the others to take Ben.

Despite the ringing in his ear, Lahar was certain of one thing, Ben knew what those creatures were.

Ben returned to the box to see everyone disgusted.

"What did I miss?" Ben asked confused.

"Bikini contest." Gray shuttered. "Mira won, so Jenny is posing in the next issue of Sorcerer's Weekly butt naked."

"SERIOUSLY, I was off fighting monsters from the null void." Ben gripped.

"Wait, what?" Everyone shouted confused.

Ben explained what had happen, and his brief team up with Lahar.

"What you went through was paradise." Grey groaned.

"Why couldn't you have called us?" Natsu pouted mad.

"You got to see two ladies semi-naked, how is that horrible?" Ben asked confused.

"Well the other female competitors, including myself, Lucy, and Wendy decided to join." Erza began. "However as did Master Ooba."

"The old lady jumped in and declared herself the pinnacle of womanhood." Natsu shuttered, remembering the event horribly.

"Everything was spinning on her." Grey said, horrified.

"So you all almost saw her in her bir-" Ben began.

"DON'T EVEN FINISH THAT SENTENCE!" Natsu demanded with rising flames.

Lucy then decided to change the subject with a valid point. "Hey Ben, didn't you say the Omnitrix can scan DNA of aliens you don't have access too, and that you could transform into one of those monsters?"

Ben activated the Omnitrix to see if he had access to Wildmutt. "No, no Wildmutt." Ben sighed. "They probably had to have come in direct contact with the Omnitrix." He was reminded of the summer he first obtained the Omnitrix and the events with Dr. Victor and Cape Canaveral.

"Next up in the match ups, its Kagura from Mermaid Heel, vs. Yukino from Sabertooth." Chapati explained, as the two competitors entered the field. Everyone could see Yukino clutching her two gate keys in her hands.

"This should be interesting." Erza commented.

"Yeah, we might learn what the other gold key is." Lucy agreed.

From his spot in the stands, Arcadios stood in silence. Since the four he hired failed to retrieve the girl, he needed to find an alternative. But what Arcadios didn't realize was a second wizard with gate keys was in the arena.

"All twelve keys, this could work." Arcadios smirked.

"Ah, two of the zodiac keys." Kagura said to her opponent, fear inspiring into Yukino.

"I can't lose this," Yukino thought with a gulp. "We are already down because of Sting's loss."

"So, anything you would like to wager?" Kagura offered.

"Our lives." Yukino said calmly.

The roar of the excited crowds soon became a silent whisper.

"Is she serious?" Natsu asked astonished.

"There is a thing as going to far." Ben explained, equally surprised.

"That right there is how Sabertooth does it." Lector cheered.

"Fro thinks so too." The frog dressed Exceed said.

"This got interesting." Sting chuckled darkly.

"Very well then." Kagura said.

"This won't end well." Wendy said nervously.

"Now **Open, Gate of The Paired Fish, Pisces**." Yukino said proudly, activating one key.

"Is she summoning or ordering dinner?" Happy asked confused. "Either way, I want fish."

"You always want fish." Carla reminded flatly.

Two incredibly long and massive koi fish appeared, one black with white stripes, the other white with black stripes. Kagura calmly jumped up and started running across one's back.

"Those look tasty." Happy said drooling.

With a series of quick swipes were her incased sword, Kagura defeated the duo of spirits.

"Impossible." Yukino gasped. Kagura then jumped down and aimed at the Sabertooth mage.

"Not so fast, **Open Gate of the Heavenly Scales: Libra**." Yukino summoned the gravity altering spirit.

"I remember her from the maze challenge." Natsu said. "But I don't remember what she can do."

"She controls gravity you moron." Grey sighed.

Using her powers, Libra altered gravity so Kagura would go flying into a nearby pillar. However, much to the gold spirit's surprise, Kagura broke free using her own magic.

"That's not possible." Libra said astonished.

"Fun fact." Risley said with a chuckle. "Kagura taught me everything I know about gravity magic."

Like the spirit before her, Libra fell quickly to Kagura's sword.

"You're out of spirits to help you." Kagura said menacingly.

"Not exactly, I still have one Zodiac spirit left." Yukino countered, revealing a third golden key, however there was some black on it.

"Wait, what?" Ben asked confused. "I thought you had the rest?"

"I do, and not even I know what's she's talking about." Lucy admitted.

Yukino raised her arms over her head and shouted. "**OPEN GATE OF THE SNAKE CHARMER: OPHIUCHUS!**" A black fog soon encased the Saber Mage. Then a massive black serpent appeared. It had a series of runes all over its body, and a jaw that could crush a car.

"I thought there were only 12 spirits, not 13." Lucy admitted terrified, having never heard of Ophiuchus before.

"Attack!" Yukino ordered. But before the snake could even come close, Kagura quickly sliced the serpent into four pieces.

"Probably why you've never heard of that one." Natsu admitted. However it was clear Kagura wasn't finished. Using the momentum, she slammed her sword into Yukino, and the girl landed on her back, hard.

"It's all over folks, Kagura wins!" Chapati said excitedly.

"Remember, your life is mine to decide now." Kagura said coldly.

"Yes ma'am." Yukino said with tears flooding her eyes.

"That was kind of harsh." Ben admitted. After Yukino finally left the arena, the roulette wheels reappeared for the extra challenge.

"I wonder who will be chosen for our team?" Frosch asked, hoping it would be Rogue again.

"It should be Sting, he'll conquer it no problem." Lector boasted.

"Should we alter the controls again?" One of Hisui's guards asked.

"No, let them spin." The princess ordered. "I saw enough during his fight with Bacchus."

The wheels finally stopped with the competitors being: Yukino, Natsu, Mystogen (Jellal), Rocker, Ally, Razor, Beth, Yuka, Gladys/Kurohebi (This is actually how his name appeared on the screen), and Ren.

"I'm going to kill the man who put that there." Kurohebi shouted infuriated.

"Money well spent." Laxus cackled.

"You said you went to the bathroom." Gajeel said rudely.

"The challenge is, the wipeout obstacle course!" Chapati explained excitedly.

"Oh no." Ben groaned.

"What?" Lucy asked confused.

"There's this gameshow back home called Wipe-out, and if it's anything like the challenge, Natsu is screwed." Ben explained.

"Why do you say it like that?" Grey asked concerned.

It was then the arena change to fit the need of the challenge, and everyone understood Ben's concern. It was a series of moving platforms going in all directions, swinging ropes, a walled pathway with punchers, and a massive mud pit bellow. The goal was a tall tower with rotating walk ways and a large red button on top.

"Oh no, poor Natsu." Wendy said with a sigh.

"This just makes me sick, looking at it." Natsu groaned.

"The first to reach the buzzer at the top wins." Jason shouted excitedly.

"Well, we're boned." Macao, Wakaba, and Happy said in unison.

"You could at least give him a chance!" Lisanna shouted infuriated.

As the competitors lined up, Yukino's mind was elsewhere, taking her cloak off. "I have to win this, if I don't who knows the horrors that await me at the hands of Master Jiemma."

"Ready, Set, GO!" Mato shouted, swinging a flag. The competitors ran off with Kurohebi pulling an early lead with some sand magic.

"I'm not losing to someone from Raven Tail." Natsu declared. However he quickly got sick, stepping onto the first rotating platform.

"Care to withdraw any comments?" Happy asked Lisanna.

"No not yet." She forced herself to say.

Jellal was soon catching up to Kurohebi in first place with Yukino not far behind. However Razor was right behind the disguised mage.

"So there you are, Fernandez." Razor thought darkly. He pulled his fist back, converting it into a four bladed scissor claw.

"**Grapple Claw**." Razor shouted, throwing the blade forward, as a chain connected to his wrist. However just as the attack was about to hit, Ally jumped on it, catapulting herself over the oncoming platform.

"Damn bitch." Razor mumbled under his breath.

Kurohebi then noticed the oncoming Mystogen.

"I don't think so." The mimic mage chuckled darkly. "Sandstorm Spike!" A focused sand twister aimed right at the disguised mage.

"Copycat." Max mumbled under his breath.

Jellal dodged the attack, and jumped onto a rising platform. "To slow."

"Coming through please." Yukino delivered a round house kick to Kurohebi's side, allowing her to pull into the lead.

"Ladies and gentlemen, it appears Yukino isn't going to let anyone stop her from reaching the goal, she's pulled off an impressive start." Chapati explained.

"Considering her guild hasn't scored a single point today, she merely wants to put her team on the board." Yajima explained, deep in thought.

Soon, the nine competitors, (Natsu was lagging behind and still on the third obstacle.) had reached the rotating tower.

"And to think, I can't summon Libra now." Yukino sighed. A platform approached and she promptly grabbed on. However a blast nearly caused her to lose her grip.

"Not happening sweetheart." Ally said, holding a massive mini gun.

"Daddy look, she does the same magic as mommy!" Asuka pointed out.

"Go figure." Bisca shrugged.

"Move it short stuff." Razor kicked Ren out of the way. He morphed his arms into a par of daggers, and started to scale the tower itself.

"Not so fast." Ally requiped her weapon away, in favor of a large sniper rifle. "Armor piercing shot!" With expert precision, she blasted both of Razors hands, which reverted back to normal after being shot. The resulting attack caused Razor to plummet into the mud.

"Top shot baby!" Silver cheered.

Ally soon found herself half way up, with the other competitors not far off. Yukino on the other hand actually made it to Ally, and managed to throw her to the side. Jellal had just barely managed to catch the Savage Hunter mage.

"My apologies." Yukino said, continuing climbing.

However Natsu finally made it to the tower, with the others half way up the tower. Ironically, he had crawled the whole path with the punchers with a bad case of leftover motion sickness. The fire mage was so low, the punchers missed every time.

"Five thousand jewel says he never gets past the first set of platforms." Gajeel told Laxus.

"Through in two rounds of beer and you got a deal." The lightning mage said.

"I could barely make it through the turn tables, this is going to be awful." Natsu groaned. Then he shook his head. He had to do this for Fairy Tail.

"Joy, you're here now." Razor groaned, getting out of the mud.

"What happened to you?" Natsu asked.

"That bitch from Savage Hunter hit me with piercing rounds and I fell in." Razor explained, spitting out some mud.

"Piercing, that's a great idea!" Natsu shouted excitedly.

"Oh no." Happy groaned horrified.

"What?" Carla asked confused.

"Wait for it." Makarov said, observing, hoping Natsu's strategy would work.

"I don't envy being Happy." Grey admitted.

"Why do you say that?" Lucy asked confused.

Natsu then crouched down, and flames circled his body in a tornado fashion. "**FIRE DRAGON PIERCING UPPERCUT**!" With the force of a missile, Natsu shot straight into the sky, fist first.

"I've heard of short cuts, but that's ridiculous." Chapati explained.

"Strangely, every time Natsu uses that move, Happy always gets hit with burnt debris of some kind." Makarov told Carla.

Natsu shot into the sky, destroying every platform dumb enough to get in his way.

Yukino was inches away from the top platform, when Natsu's attack destroyed her foothold.

"No." She thought, horrified. More tears soon filled her eyes, as she landed in the mud pit bellow.

"Gotcha!" Natsu shouted triumphantly. His hand was inches away from the button. Only Jellal hit it just before, ending the tournament with Fairy Tail B in first place.

Natsu then looked at the button, and furiously shifted between it and the man who pressed it. "Seriously."

"Damn it Salamander, I just lost a bet thanks to you!" Gajeel shouted infuriated.

Yukino looked in horror at the scoreboard:

1rst place: Mystogen

2nd Place: Natsu

3rd place Ally

4th place: Beth

5th place: Gladys/Kurohebi

6th place: Rocker

7th place: Ren

8th place Yuka

9th place Razor

10th Place: Yukino

"I failed my guild twice in the same day." Yukino cried.

"See Happy, nothing happened." Carla said, finally pulling the blue cat out of his hiding spot. "Not let's go congratulate Natsu." The three cats soon took off to congratulate the competitors.

It was then a fire covered fragment of the top platform finally landed on Happy.

"EVERY TIME!" Happy shouted enraged.

"I stand corrected." Carla said astonished.

"Natsu that was awesome." Ben said, congratulating the mage.

"So what, I got second place." He pouted.

"You still made up for your loss in the Chariot race." Erza reminded. It was then her attention was brought to the members of Mermaid Heel approaching, minus the cloaked figure.

"Keep your keys safe Lucy, The Spirit Slayer has returned." Ben joked.

"Comedic Tennyson." Kagura said, nervously.

"Oh my word, what is he going to say about earlier?" Kagura thought worried.

"So, anything you'd like to say about the bikini contest earlier Ben?" Arianna asked, breaking the ice.

"Yeah, stop rubbing in the fact that I missed it." Ben said upset. Risely and Arianna looked frightened, while Kagura looked like she was about to murder the two.

"Yeah, that stupid monkey thing from Raven Tail lured me away and I ended up fighting monsters alongside Lahar from the rune knights.

"We best get going, I believe the master wants to speak with us." Erza explained.

"Very well, we need to have a little guild meeting ourselves." Kagura said menacingly to her guild mates. "Beth, you are excused."

"Thank you." The vegetable mage disappeared in a dust of smoke.

"Take us with you!" The other girls begged.

Meanwhile from up in the rafters, the monkey creature looked on, then ran off. He swerved through cracks in the wall until he met his partner. A man with grey skin, clad in black armor with purple circuit lines and visor. This is Eon, a villainous variation of Ben from an alternate time line.

"Is it taken care of?" He asked. The monkey nodded, holding up a fallout lacrima. This would absorb excess amounts of magic in the air to avoid potential explosions. Despite small in size, they are capable of absorbing vast amounts of magic in them. Though not enough for an etherion blast.

"All according to plan." Eon chuckled darkly.

**-Omnitrix Database—**

**Species name: Appoplexian**

**Hero Name: Rath**

**Homeworld: Appoplexia**

**Abilities: Enhanced strength, Enhanced Durability, Razor sharp claws, Enhanced Agility, Enhanced Reflexes, Shockwave Generation, Naturally High Levels of Aggression**

**Descriptions: Powerful creatures, Appoplexia's are under the impression any problem can be solved by hitting it. If not, you hit it a lot. However the key problem is they can take anything the wrong way. Infect most recently, Appoplexian almost started a war with the Lewodans over lack of available bathrooms.**

**Yes people of the fanfiction community, Rath is back. I fixed the Omnitrix glitch in this so he's not butt naked. The clothes he wears is based off the Appoplexians from Food Around the Corner. I didn't use the clothes worn by Lucha Rath, because that was stupid. A Spanish speaking Rath sucks all the fun out of the macho man rants. Speaking of aliens after over a month of being put on, the poll has ended, and Ben's dragon mode will be called Excaliburn. A quick shout out to Owldusk for the name Krytonnus, which placed second. And to why Ben didn't get Wildmutt again. I figured the Null Void Vulpimancers don't register the same way as they do normal ones. Their for the reason he didn't get it back in Voided. Also, I am fully aware who's behind the cloak on Mermaid Heel. I just want to keep it a surprise for those who haven't read the manga/ seen the anime before. Plus I was serious about Erza having her own version of Frosch's suit. I saw it online once, but I don't remember what episode it's from. And before I go, here's the scoreboard:**

**Excalibur's Glory: 40 points**

**Fairy Tail A: 36**

**Fairy Tail B: 29**

**Savage Hunter: 36**

**Sabertooth: 28**

**Lamina Scales: 27**

**Raven Tail: 27**

**Mermaid Heel: 26**

**Sissy Puppies: 24**

**Blue Pegasus: 22**

**And there you have it boys and girls of the community, leave a review and see you next time.**


	8. Chapter 8

**Ben 10 Guild Mage**

**Chapter 8: Bonds**

"To the victors!" The mages of Excalibur's Glory shouted prideful.

"First place, a statement of our power." Octavius shouted excitedly.

"Respectfully master, it's still only the second day." Aaron reminded.

"Shut it runt, we're in the lead now, and nothing's going to change that." Razor said, half drunk.

"But still." Aaron began.

"I said shut it." Razor dumped the contents of his beer on the boy's head. Aaron then spat out some beer. Octavius then let out a sinister laugh, and was then alerted to the arrival of Eon. "I shall return."

"Eon, my friend always a pleasure." Octavius said cheerfully. "Come to celebrate with us?"

"If only my ally." Eon admitted woefully. "You and your guild must win every challenge tomorrow, for the foolishness of Raven Tail will cost you you're standings."

"What, what's going to happen tomorrow?" Octavius asked concerned.

"Raven Tail will be disqualified, as such the two Fairy Tail teams will be forced to merge, allowing the points to combine." Eon explained, upset.

"What!" Octavius demanded.

"I fear we must accelerate our time tables, you must put Aaron on the front lines." Eon said.

"Agreed, then we can use the Eclipse Cannon to destroy Ben Tennyson before he can destroy the guild I have worked so hard to preserve." Then the guild master chuckled. "And the Omnitrix will be mine."

Eon smiled and thought. "What an idiot."

However it was then Aaron left the room, having had enough of his guild's drunken actions.

"Find him!" Octavius ordered.

On the other side of town, Ben, Lucy, Natsu, and Happy were doing the same. Only instead of getting away from their guild's actions, it was because Bacchus had once again decided to crash the place, and challenged Ben to a drinking contest. Something about revenge.

"That guy really needs a life." Ben groaned, trying to get the beer smell out of him.

"You're the one who lost control of Rath." Lucy reminded.

"It's totally not fair, I want to see you turn into Rath!" Natsu demanded.

"Remember Natsu, if you hadn't passed out, you wouldn't have saved Wendy, Porlyusica and Carla." Happy reminded.

"It still sucks." Natsu groaned.

It was then however, they were greeted by Yukino, who was wearing more casual clothes, and had a suitcase to her side. "Miss Lucy, I was hoping to talk to you."

"Oh, ok." Lucy said confused, Natsu not trusting her decided to go too. Ben was about to, when he noticed something in the alleyway.

"You three go, I'll catch up." He said, Natsu nodded.

To Ben's surprise, it was Aaron, covering over his rune covered hand.

"You ok?" Ben asked, startling Aaron. He quickly hid the energy behind his back.

"I just needed to get away from my guild." Aaron admitted, still shocked.

"I kind of know the feeling, I want to get away from your guild quickly too." Ben said with a laugh.

"Yeah." Aaron sighed.

Noticing Aaron's discomfort, Ben finally decided to ask. "Why are you even in that guild?"

"Because I owe Master Octavius a life debt." Aaron admitted, after a moment of silence. "My hometown Rowanfield was destroyed because of a dark guild that worshiped Zeref called Chaos Fang. One day they showed up and the next thing I know, there was a massive explosion, I was the only one who survived."

"And what, Octavius found you?" Ben asked confused.

"Yeah, he said that if he didn't, I wouldn't be here today." Aaron admitted. "Although something weird happened, and I absorbed apart of some weird magic, so I have these runes in my armor to stabilize it."

"Ah, so it's not just a fashion statement." Ben chuckled.

"Something like that." Aaron shrugged. It was then a series of blasts went off right at their location.

"Miss me brat?" To their collective surprise, it was Patti.

"Oh, hi." Aaron said timidly.

"You didn't think you could just walk out on us right?" Patti taunted.

"Well, why not Vic does it all the time." Aaron reminded.

"That's because Vic's weird." Patti reminded. She walked up and grabbed Aaron by the wrist and pulled him away.

However it was here the wall to the right of them was destroyed. Emerging from it was a titanic monster roughly the size of Humongasaur with dark purple skin with enlarged fists, the only form of clothes it had on were torn tan pants. Horns ran down its scalp almost as if they were hairs. A series of dark runes ran down its right arm and glowed dark red. Drool slowly started seeping out of its under bite jaw with had serrated teeth. The creature took notice of Ben, then charged.

"Oh no." Ben quickly slapped the Omnitrix. The creature swallowed Ben whole, not realizing the alien he had selected.

"Sorry bub." Razor fin said, using his blades to open the creature's mouth. "Sushi's not on the menu."

Razor fin jumped out, landing near the unconscious Patti and freaked out Aaron.

"Get her out of here." Razor Fin ordered. Aaron grabbed the girl and ran fast.

"Alright jumbo, let's do this." Razor Fin ran fast and tried to slash the monster, only to find himself feeling sluggish, and incredibly hot.

"Can't breathe, need water." Razor Fin gasped as he collapsed to his knees. The creature then raised an arm over his head. However before the attack could connect, a series of wooden staves appeared around the monster. Then a large series of runes appeared above it, sending a powerful energy blast down on top of the monster. Jellal in his Mystogen disguise grabbed Razor Fin and pulled him away. The creature quickly recovered, noticing his prey was gone.

Razor Fin then gasped in relief as Jellal threw him into a nearby river. "Thanks, I needed that." Razor Fin said, coming up after about a minute.

"What was that about?" Jellal asked.

"Hell if I know." The fish alien admitted, going to shore, then switching back to Ben. "One minute that thing showed up clean out of nowhere, the next it's like I'm standing next to a heat source in a sauna."

"Odd." Jellal admitted. But then he got a look of realization of his face. (Which was kind of hard to see with his mask on.) "That's what happened to Burst!"

"Huh?" Ben confused.

"The other day, I sensed something from the book of Zeref here in town, where Burst was taken." Jellal began. "Given the evidence at the crime scene, it stands to reason that the creature killed Burst and using absorption magic, stole his magic."

"Joy, one more absorbing obsessed monster I have to deal with in my life." Ben groaned. "But how come you didn't sense him before?"

"He must have a human form that suppresses his magic to the point where I can't." Jellal summarized.

"Ben!" Erza shouted, running up with both Kagura and the hooded figure from Mermaid Heel, who was no longer wearing her hood. She had cat like features, complete with whisker tattoos, cat like nose, and shaggy creamy brown colored hair in the shape of cat ears. This is Millianna, Erza's longtime friend from her time in the tower of Heaven, and a new member of Mermaid Heel.

"Erza, I take you saw?" Jellal asked, trying not to reveal himself to Millianna. However, he quickly realized, that wouldn't be an issue.

"Turn into the kitty man." She begged Ben with wide happy eyes.

"Uh, what?" Ben asked.

"Turn into that big cute kitty cat you used to beat up Bacchus." Millianna pleaded.

"Here?" Ben asked as if she had grown a second head.

"I love kitty cats, and your cat form is adorable!" The cat mage squealed.

"Uh," Ben turned to the Omnitrix, seeing it was now red. "Why don't we find the monster that attacked me, and you might see Rath in action again."

"Great idea." Millianna said excitedly.

"Any ideas why that creature attacked you?" Kagura asked.

"Your guess is as good as mine." Ben explained getting away from Millianna. "I doubt it was for a midnight snack."

"Agreed, it's almost too unsettling that it targeted you so quickly." Erza commented.

"Something tells me, we're going to find out sooner than expected." Kagura summarized, noticing the amount of destruction coming down the street.

"Let's go." Ben said, with the others in agreement. No one realized the explosion at Crocus Gardens Hotel.

The monster thrashed around, destroying anything dumb enough to get into its way.

"Hey, tall, dark and ugly!" Ben shouted, getting the monster's attention. "Looking for me?"

The monster said nothing, except a feral roar.

"Then how'd you like to meet." Ben slapped down the Omnitix becoming. "SLAM-TAIL!" The Lemur alien jumped up and swung its tail, slamming it into the monster's face. However the monster quickly caught the tail and threw him into the wall.

"Ok, not how I wanted that to go." Slam tail groaned.

"You couldn't wait for us could you?" Erza asked, now in her Flame Empress Armor.

"What can I say, I got impatient?" Slam Tail joked.

"BAD KITTY RESTRAINT TUBE!" Millianna wrapped a long orange cat tail around the monster's body, in hopes it would seal its magic.

However, as quickly as it was wrapped, the monster broke free.

"That's never happened before." Millianna admitted.

"Ok, then it's time to fight fire with fire." Slam Tail said, slapping the disk with the intent of becoming Freezer-Burn. Only to get Dizzcharge instead.

"This thing hates me I swear." Dizzcharge groaned.

"Ben!" Kagura shouted, getting the bugs attention. The Demon charged at Dizzcharge who shot a powerful stream of lightning at the creature. Kagura then followed up with strike from her sword, causing the monster to drop into the ground.

"Thanks for the save." Ben said gratefully.

However his gratitude was soon replaced with fear as the monster jumped out of the crater.

Jellal then rushed it with a Meteor attack. Only for it to catch the attack. Erza quickly dealt a fire strike to its back.

"This creature is far more resilient than I expected." Erza said, grabbing Jellal.

"Well I think he's ready for round two." Dizzcharge said, noticing the demon recovering quickly.

"Any ideas?" Erza asked.

"You got any armor that can dish out water attacks?" Ben asked.

"Indeed I do." Erza said, knowing instantly what Ben was trying to do. In a flash of light, Erza was in the revealing and fish like Sea Empress Armor.

"Now for a little Shock and Awe!" Dizzcharge quipped as he and Erza launched their respective attacks. A massive combination of water and lightning covered the demon, electrocuting it easily. In a flash of light, it disappeared.

"I doubt we killed it." Dizzcharge said, with the others nodding.

"Agreed, that was too easy." Kagura admitted.

"Well, as fun as this was, we all better get back." Ben said, reverting back to human.

"Agreed." Erza said, noticing the clock.

"So that was Ben huh?" Millianna said after she and Kagura went their separate ways. "Arianna was right, he is cute."

"Why do you say it like that?" Kagura questioned with a blush.

"You know what I mean." Millianna teased.

"No I don't." Kagura shouted infuriated.

"You like Ben Tennyson." Millianna said in a teasing tone.

"What?" Kagura said flustered.

"You. Like. Ben." Millianna said slowly. Kagura paused for a moment.

"I can't accurately agree with your statement." She said. "We haven't spent enough time together."

"So you want to ask him out on a date, and you don't know how!" Millianna gushed. "I'll recruit the others to help." The cat like mage ran to the hotel at high speeds with a panicking Kagura behind her.

"Don't you dare!" She shouted horrified.

Ben and Erza made their way back to the hotel to see Happy crying in Natsu's arms.

"OK, what happened?" Ben said with a sigh.

"Well," Lucy began. "Yukino had showed up offering me her keys, but I turned her down."

"So I went after her and apologized, thinking everyone in Sabertooth was a jerk." Natsu explained, getting mad. "Only to find out she was kicked out of her guild for losing."

"What?" Erza asked shocked.

"Yeah, she had to strip down in front of everyone to do it." Natsu continued, his rage rising. "So I decided to have a little chat with their guild master."

"You didn't." Ben said.

"Yeah, and he apparently had better luck fighting Jiemma than you did." Makarov added. "That and he did use his fire/lightning mode."

"You have a fire lighting mode?" Ben asked.

"It's an in case of emergency type thing." Natsu explained.

"So who won?" Erza asked amused.

"No one, Minerva threated to kill me if Natsu continued." Happy cried. "She was jealous that Natsu was going to win."

"And you said I was having all the fun." Ben joked. It was her Lahar and several members of the Rune Knights showed up.

"You had to pick that fight Natsu." Grey groaned.

"We found what was left of Rika, she's been killed." Lahar explained.

"Show us." Makarov ordered. Makarov and several members of Fairy Tail, including Ben and Erza went off to the crime scene. Everyone was shocked to see what was left of the poison make mage.

"A large purple demon did this?" Lahar asked, the two nodded.

"One only you two saw?" One of the large knights asked rudely.

"Korvats, that's enough." Lahar ordered.

"No, these Fairy Tail fools have always avoided their due punishment, and now they hide information." Korvats shouted. "I bet they hid the monster."

"Dude, that's going too far and you know it." Ben said.

"Or maybe he is the monsters." Korvats shouted, pointing at Ben. "We all know he turns into them."

"Ok, that's low." Ben shot back.

"Well maybe you should tell us how you do it." Korvats said smugly.

"We don't have a right to know that information, you know that." Lahar reminded, he then turned to Ben and the others. "We apologize for this."

"No sweat, just promise you'll fire him later." Ben shrugged.

"I'll see what I can do." Lahar chuckled.

After a few minutes, the creature resurfaced in the sewers. It then began to shrink, becoming the all too familiar form of Vic from Excalibur's Glory. It was here he pulled out a communications Lacrima, then dialed a number.

"It's me, I've got another dead one for you, plus I may have found a new addition." Vic explained. He waited and heard his directions. "Yes, Eon doesn't know either, hopefully."

He then heard his next set of directions. "Of course, Aaron is competing tomorrow, and I'll make sure something big happens."

Back at Honey bone, Erza sat on the window seal in thought. She had talked to Millianna before, and was shocked to the results. Both she and Kagura had plans to kill Jellal. The reason was Simon. He was another occupant of the Tower of Heaven. However he suffered the worse at the hands of the original jailers, requiring an eyepatch and metal jaw. When Jellal tried to kill Erza after the tower was at full power, Simon took the fatal blow that would have ended her. While Erza had long since forgiven Jellal, it was clear Millianna didn't. However the question remained, why did Kagura want Jellal's death? Erza knew of very few other girls her age in the tower, but none like Kagura. However, that headband brought back some memories, but none Erza could put her finger on.

Aaron meanwhile tossed and turned in his sleep, seeing wave after wave of destruction. Dark energy filled the lands, as people screamed in agony. The only thing he saw, was a massive black claw. Aaron shot up in a cold sweat. He walked up and went to the window, allowing the cold air to cover his body.

"I regret the decision." Aaron said quietly under his breathe. "I wish I joined a real guild." Ever since Rowanfield was destroyed and he joined Excalibur's Glory, he got no answers to what happened to his friends and family. Instead, he was used to collect money, and was the bottom of everyone's joke in the guild, and was under the impression every guild was like this.

Then he saw Fairy Tail. They laughed, goofed off, and trusted each other. Something Aaron noticed never happened in Excalibur's Glory.

"Maybe, they would let me join." Aaron sighed. However it was here, his nose twitched, and a scent caught his nose, the scent of fresh blood.

"What?" Aaron gasped confused. The boy was so shocked, he didn't notice Vic walk into the hotel.

However on the other side of town, Eon was inserting another crystal into a strange device. It was then he looked up. "A temporal disturbance?" Eon created portal and quickly left to discover the problem.

It was at a desolate area of the city Eon found his search ending.

"Come forth Time Walker, I command you!" Eon demanded.

It was here, a bright flash of light went off, and a series of green crystal shards aimed right at Eon. The corrupt being pulled out his energy blade and deflected it.

"You aren't the time walker, you can't be." Eon theorized. After all the times he had faced the man, Eon knew Paradox wasn't a coward. It was then, a lightning blast shot out at Eon, who deflected the attack.

"Who are you?" Eon demanded. It was here, Eon got his answer, and a figure rushed out of the shadows, and slammed its fist into Eon.

"Got you." Eon grabbed the figure. Whoever it was wore a long black cloak, covering their face. "You!" Eon's response was a brief flash of light, and a small blizzard shot out from the figure's mouth. Eon was forced to drop the figure, only for the being to run off.

"Her magic was running out." Eon summarized. "No matter, she can't stop what's coming, no one can."

**And here is the long awaited eighth chapter. Sorry this took so long, I had stuff to do. Like playing Batman: Arkham Knight on my PS4. Anyways, I have some interesting news for those who haven't heard: Man of Action is rebooting the original Ben 10 series. Yes, seriously. It's official release date is scheduled for 2016. I'm not saying my opinions about it yet because it's too soon. All that's been released is what Ben's going to look like. And that they may include never before seen aliens in the series. Let's wait and see with that. Also who else is excited a second Fairy Tail Movie's been given a green light? Plus to give everyone a general idea on what it looks like, Vic's demon form is a hybrid of two creatures from the TV show/ TCG Chaotic, Kiru, and Cromaxx with the Fairy Tail runes on his body.**

**Well, leave a review and hopefully I can get the next chapter up sooner.**


	9. Chapter 9

**Ben 10 Guild Mage**

**Chapter 9: Sins of the Masters**

Ben tiredly walked through the halls of the stadium, trying his best to stay awake.

"What happened to you?" Lucy asked confused.

"You remember that game on my phone I refused to let Asuka play because I she's too young?" Ben asked half asleep.

"Yeah, that horror game with the robot bear?" Grey said, not seeing what was so scary about it.

"Yeah, Mavis kept walking me up to learn all of that game's secrets and its two sequels." Ben answered, and then got irritated. "And on her first try, she gets all three stars in all three games."

"That bad huh?" Erza asked confused.

"Oh you have no idea." Ben said agitated. In fact Mavis actually jumped on his bed over and over again to get his attention. Strangely, her antics didn't wake up Natsu. But what surprised Ben the most was the fact that a ghost could work his phone.

Everyone reported to the stadium, in hopes of finishing the day, however Laxus had an uneasy look on his face.

"Why do I get the feeling something bad is about to happen?" He thought distraught.

To everyone except Fairy Tail's collective surprise, Minerva was in place of Yukino.

"What's she doing here, and where's the other girl?" Lyon asked confused.

"We found out, and I'll tell you later." Grey explained.

"Speaking of missing players." Everyone in Fairy Tail noticed Cana in Mystogen's spot.

Cana merely motioned to the box, where today's guest judge was none other than Lahar. Fairy Tail A nodded in silence.

Nullpudding then nudged Alexie, giving him a slip of paper. Under his mask, Ivan smirked.

"For today's first challenge, it's Pandemonium!" Mato explained as a massive complex appeared before the contestents.

"OK, what is that?" Ben asked, hearing a series of growls inside.

"Inside this complex are exact 100 monsters." Mato explained. "You will each take turns to see who can take out the most."

"Now keep in mind, there are several monsters in here, the likes of which the likes of a wizard saint would have trouble with." The mascot's comment seemed to irritate Jura a bit.

"Now everyone pick a number and a player." Mato said holding out a jar.

"I shall compete for our team." Erza declared.

"Wouldn't it make more sense to let Ben up there?" Grey asked.

"I love you too Grey." Ben said sarcastically.

"No, the Omnitrix can only keep him in a transformed state for so long, I can stay in my armors for a much greater period of time." Erza reminded.

"Thank you." Ben said gratefully.

The competitors, Erza, Aaron, Millianna, Nobarly, Obra, Hibiki Orga, Jura, Impact and Cana took to the field. Where the all took a number out of a jar. The order would be, ironically in that order.

"I'm surprised you didn't want to go." Rogue admitted to Sting.

"Unless Natsu or Tennyson's involved, I don't care." Sting said rudely.

"I make this claim right here and now." Erza began. "I shall defeat all 100 monsters."

"Is she serious?" One member of the crowd asked in awe.

"Erza totally can do it." Natsu smirked.

Fairy Tail's Titannia took a deep breath and requiped into her fire trimmed kimono pants. Her breasts were wrapped up in bandages while two katannas were in her hands. Without hesitation, she charged into the building.

Almost instantly, Octavius chuckled. "That girl thinks she can win, how precious."

Three monsters quickly swarmed Erza, the prowled around her like the tigers they too appearance too. The three pounced, in an attempt to strike down the Fairy Queen. No sooner than they did, Erza delivered the finishing blow. However, several more kept coming. Erza steadied herself and ran forward with a victorious sounding cry.

Everyone in the crowd reminded silent as Erza continued to mow down the monsters.

"She's doing it." One guy said, noticing her score reaching 34.

Octavius remained calm as Erza's score climbed. "She won't get much farther."

"Well it looks like Erza's on a roll." Lahar admitted, seeing Erza's score reach 45. "She's almost half way done and doesn't look winded."

Octavius then chuckled. "She'll be done soon."

It was hear, Erza had slain her forty-ninth monster, when suddenly, and she felt like someone was holding her back. Several monsters then came forward, all as if they were attracted to her.

"No matter, REQUIP!" Erza tried to switch to her Heaven's Wheel Armor, realizing she couldn't move. However the Queen of Fairies found her connection to the magical space that held her armor severed.

"What treachery is this?" Erza asked confused. It was here her artificial eye could barely make out black and purple armor. Before Erza could react, the monsters attacked her.

"AHH!" Erza's pain filled scream filled the air, while everyone in the stands was shocked.

A medic team hauled Erza's body out. Erza was covered with blood and scratches, while a large claw had been embedded into her side.

"That doesn't make sense." Kagura commented.

"That girl fall so easily, impossible." Minerva scoffed.

"This is going to be a difficult job for me." Porlyusica said, seeing the girl's body on the Lacrima Vision.

"What happened to her?" Natsu shouted.

"And why does Excalibur's Glory seem so calm?" Lucy asked, noticing the serene nature of the armored guild. However, it was clear Aaron looked incredibly nervous.

"In you go." Mato said, pushing Aaron into the labyrinth.

"I'm going to die." Aaron panicked.

"You'll do fine." Mato assured.

Aaron found himself in the middle of Pandemonium, with several monsters right behind him.

"Oh come on!" Aaron begged, running in fear.

"Coward." Razor spat in disgust.

Vic remained silent, as he activated a rune in his sleeve, which triggered another one in Aaron's armor. Every monster in the complex then swarmed the poor boy.

"No, no, Leave, Me, **ALONE!**" With a mighty scream, a powerful black, green, and blue energy blast erupted from his mouth, destroying the remaining 51 monsters. However once again, Makarov felt a familiar magic. This time it was a great deal clearer. Still the Fairy Tail guild master couldn't tell what the energy was from.

"Who are you really Aaron, and what secrets do you hold?" Makarov asked.

"That attack." Natsu gasped.

"Yeah, it's something alright." Grey nodded.

"No, not that." Natsu corrected. "It's just like a Dragon Slayer Roar."

"Wait, what?" Ben asked confused.

"But it was more on the lines of Laxus and that Cobra guy's." Natsu continued.

"He told me, his hometown was destroyed by something he didn't see." Ben explained. "A lot of things could have happened while he was out cold."

"I think I might know someone who knows." Grey said, noticing Octavius being so calm.

"Well confront him after the games, we can't go now." Lucy said.

As Aaron nervously walked out of the building, as the complex disappeared, effectively putting Excalibur's Glory in first place for the opening challenges, and Fairy Tail A in second.

"Now what, you going to refill the thing?" Cana asked, chugging another bottle of whiskey down.

"No, fortunately, we thought ahead for a backup challenge, the Magic Power Finder." Mato explained, summoning a rather strange looking totem. "Just hit the target with a magic attack, the highest number wins."

"Then it's time for a **Cat ATTACK**!" Millianna charged an attack at the device. The number 365 popped up.

"Yay, good score." Millianna cheered.

Nobarly then shot his own attack, which scored 124.

"Come on." Goldmine groaned.

Hibiki then tried, only to get 94. Then came the mysterious Obra. His monkey attacked the sphere and only got 4.

"Seriously?" Flare groaned.

"Well this is Obra we're talking about." Nullpudding reminded. "It takes him a while to get going."

Orga then stepped up and put his hands together, in a pattern Ben couldn't help but remember. "**120mm Black Lightning Cannon**."

A black beam hit the totem, resulting in a score of 3825.

"No fair." Millianna groaned.

"Easy win for Sabertooth." Orga smirked. However, it quickly vanished, seeing that Jura was next. With a mighty swing of his arm, he dealt an impressive score of 8544.

"Alright amateurs, let me show you how it's done." Impact said. He drew a sword and slashed the totem. To everyone's surprise, it was 9000 even. "That's how we do it in Savage Hunter."

"Alright amateur, move over." Cana hiccupped, chugging another bottle. She took off her coat, and everyone in Fairy Tail saw the familiar tattoo of Fairy Glitter.

"First master, you didn't." Makarov asked confused.

"I want Fairy Tail to win." Mavis smirked.

"Ok, what's with the ink?" Ben asked confused.

"It's Fairy Glitter, one of Mavis's three all-powerful spells." Lucy explained.

"So how good is this for us?" Ben asked.

With a powerful blast of light, Cana hit the target, destroying the Magic Power Finder with a breath taking score of 9999.

"You all see this." Cana boasted to the crowd. "Fairy Tail's done putting up with your collective crap, and nothing's stopping us from getting number one this year!"

"Believe me child, you have no idea how wrong you are." Octavius smirked.

"With that explosive display the scores are settled." Chapati explained excitedly.

"Now for the battle rounds." Lahar explained.

"First up its Ally from Team Savage Hunter vs. Rufus from Team Sabertooth." Yajima explained. The two combatants faced each other.

"Let's do this." Ally requiped a mini-gun.

"Bye bye." Ally shot a barrage of bullets at Rufus, who dodged them without question.

"I can't remember someone with such pitiful aim." Rufus chuckled. "**Memory Make: Karma of the Burning Land!"** A powerful stream of lava burned through the floor.

**"Requip!"** Ally traded in her minigun for a strange looking rifle. It had a series of blue stripes going down the barrel. **"Blizzard shot!"** A powerful ice blast shot out at Rufus's attack, which froze the stream solid.

"Whoa, didn't see that coming." Lector said.

"Frosch thinks so too." Frosch said.

"I come packed with plenty of elemental powered weapons." Ally chuckled. She then pulled out a rifle with a series of swirls on it. The two weapons performed a powerful ice and wind combo at the minstrel dressed mage.

Rufus then ran at the wall and shouted. "**Memory Make: Lore of the Serpent's Jaw."** A sand and stone construct in the form of a massive serpent charged at Ally.

"You do know snakes don't fare well in the cold, right?" Ally shot another tornado of snow and ice, one far more powerful than the last. However, to Ally's surprise, when the two attacks hit, the serpent broke into several pieces, and aimed right at Ally.

"Like I didn't see this coming." She threw her weapons to the side and requiped a small hand gun with a star on each side. **"Meteor shower Shot!"** A barrage of bullets attacked, destroying every snake.

"I saw that coming." Rufus chuckled from behind her.** "Memory Make: Shrine of the Turbulent Fang!"** However, to Rufus's surprise, the attack was sucked in by Ally's wind rifle.

"TIME IS UP!" Mato declared. "Both teams will receive 5 points."

"Oh well." Rufus shrugged. The two went back to their respective boxes. "It's still better than yesterday."

Millianna then fought Semmes from Team Sissy Puppies. It took her a bit, but the cat themed mage beat the living top.

Next came Vic from Excalibur's Glory vs. Eve from Blue Pegasus. Ren charged at Vic, only for the mage to lift his hands up and create a sphere of shadows around the two of them. Two minutes later the sphere vanished, and Ren was on the ground, unconscious.

"What was that?" Lucy asked confused.

"Patti did say he was weird." Ben said.

"Seriously weird." Natsu nodded. However everyone noticed Wendy was getting nervous. Being that Erza was incapacitated for an indefinite period of time, she would have to fill her place. And with what they had seen the past few days, Wendy had full right to be nervous.

"Next up its Alexie from Raven Tail Vs Laxus from Team Fairy Tail B." Chapati explained.

"Is everyone in place?" Makarov asked over telepathic communications via Warren.

"I've got Ivan in my crosshairs." Bisca said with a sniper rifle aimed at Ivan in the crowds.

"We real men are up in front." Elfman and Romeo were in the stands near the ring.

"We've got eyes on the rest of Raven Tail." Lissanna said, standing next to the thunder legion.

"Master, Evergreen wants permission to go make out with Elfman." Bickslow chuckled. "She's been making kissy faces at him all day."

"I have not you ass!" Evergreen then dealt a barrage of smacks to his head with her fan.

"Lahar, are your men in position?" Yajima asked.

"As you asked, but I don't see why." The commander admitted.

"Because I was in Fairy Tail, and I know what Ivan is capable of, and this is an opportunity for him." The former magic councilmember explained.

"Ben." Makarov said, over the link. "Please turn into to Tech-Support, we may need his equation vision."

"Ask and you receive." Ben activated the watch becoming the Quitmentian.

"Alright, what do we have today?" He asked.

"Well?" Lucy asked after about a minute.

"Nothing out of the ordinary, except I still don't see anything on Alex-, UH OH!" Tech Support began, only to panic.

"Ben, what is it?" Freed asked concerned.

"I've got nothing on the entire field!" The alien super genius said. "It's blank to me."

No sooner than he said that, Alexie dealt a powerful punch to Laxus's face. The S-class mage then struggled to get up, only to be attacked over and over again.

"Ben, how's he doing this?" Natsu demanded.

"I'll tell you as soon as I know." Tech support admitted.

"What the fresh hell is this?" Laxus asked Alexie as he saw a duplicate of himself and his opponent fight.

"A little illusion magic." Alexie admitted. "No one else can see or hear the two of us."

"Why, what do you and my old man want?" Laxus demanded rudely.

"What are we, chopped liver?" To Laxus's surprise, it was the remaining members of team Raven Tail.

"Now that the pleasantries are dealt with." Alexie said, removing his mask, revealing Ivan himself. "I figured we could make a deal."

"What sort of deal old man?" Laxus ordered, not believing him.

"If you tell me what I want to know, I'll throw the match, if not you will have to deal with the combined might of Raven Tail's elite forces." Ivan sneered.

"You mean you're anti-Fairy Tail guild?" Laxus scoffed. "Gramps told me everything, he knows, including the fact you still have Malware."

"What?" Ivan demanded.

"It must have been Gajeel." Flare summarized horrified.

"I knew that metal munching freak couldn't be trusted." Nullpudding growled.

"Gramps knew all about your guild for years, the locations, the funds, everything." Laxus explained. Ivan was so infuriated, he clenched his teeth to the point where one of them chipped.

"I guess he thought since you are the old geezer's son." Laxus began.

"That what, I didn't attack Fairy Tail until now because of the goodness of my heart!" Ivan roared infuriated. "No, I knew none of those leftover fools had any idea where it was!"

"Where what was?" Laxus asked confused.

"DON'T LIE TO ME BOY!" Ivan demanded as paper dolls swarmed the armored guild master. "Where is the Lumen Histoire?"

"The what?" Laxus asked confused.

"I searched everywhere, Tenrou Island, Magnolia, even the original guild hall, but still I didn't find it!" Ivan bellowed, he then shot a series of dolls at Laxus. The attack hit dead on, causing the lightning mage to be thrown back a ways. "You're my son aren't you, so you must know something!"

"No, I don't." Laxus said firmly, standing up. "And quiet frankly, I don't care, all that matters now is protecting Fairy Tail, my real family!"

"GET HIM!" Ivan ordered Obra. The strange blue one raised his arms to seal Laxus's magic. However:

"The next time you pick on a little girl, you better hope I don't hear about it!" Laxus turned into a bolt of lightning and slugged Obra so hard, he was knocked out.

"Not so fast blondie." Flare created a hair constructed snare aimed right at Laxus.

"**Needle Blast**!" Nullpudding shot a barrage of needles at Laxus.

"This is for Grey and Ben you glorified pufferfish." Laxus shot a powerful lightning blast at the purple man, effectively barbecuing him.

"I gotcha now." Flare smirked sinisterly, wrapping Laxus's arm.

"You think so?" Laxus asked rhetorically, lightning charging at his mouth.

"Uh oh." Flare gasped.

"THINK AGAIN!" Like her guild mate, Flare was defeated easily.

"Once again, I have to save the day." Kurohebi said, reappearing in a swirl of sand.

"I'm going to level with you Gladys," Laxus said without turning around. "I JUST DON'T GET YOU!" Another lightning blast defeated him.

"Impossible, our elite forces." Ivan gasped horrified.

"Alright old man, I don't know what you're after." Laxus said menacingly. "But right now, that makes you Fairy Tail's enemy."

"Fortunately, I have an ace up my sleeve." Ivan chuckled. He threw out the containment Lacrima and Malware appeared in full form.

"Damn, you are ugly." Laxus admitted.

"You don't stand a chance against the two of us stupid boy." Ivan howled menacingly.

"Uh, the two of us?" Malware questioned. "You are on your own."

"What?" Ivan demanded. "I control the containment crystal, I control your fate."

"Well then, it's a good thing I made arrangements with two far more powerful than you." Malware explained.

"Indeed you did." Eon said, walking up.

"Who are you, and how did you bypass my illusion?" Ivan demanded confused.

"I am Eon, master of Time and Space." The man said, taking a bow. "And a business partner with Malware."

The Galvanic Mechamorph walked over to the temporal being and snickered.

"Great, so you two are after this thing too?" Laxus demanded.

"No, we're after something far greater than the Heart of your guild." Eon explained. "Simply put, I owe a guy a favor."

"You know where Lumen Histoire is?" Ivan asked confused.

"Obviously, but I have no interest in it." Eon said, then turned to Laxus. "Just know this boy, for the coming Eclipse, neither Tennyson, nor you 7 dragon slayers in the arena today can stop it." With that, Eon and Malware disappeared.

"Coming Eclipse?" Laxus asked confused, not liking how that sounded.

"You, little brat, he got away!" Ivan bellowed infuriated.

"I've had enough of your mouth old man!" Laxus shouted mad. "**LIGHTNING DRAGON ROAR!"**

"I gave you that power, I can take it away just as easily!" Ivan shouted. "**Lacrima Disconnection**!" Ivan fired a strange energy blast at Laxus's attack. The two collided, and created an energy blast so powerful, the illusions was undone, and Ivan was sent into the wall behind him.

"How?" Bisca began, seeing the Ivan in the crowd disappear.

"What in blazes?" Freed questioned seeing the same in the Raven Tail box.

"What the hell?" Grey asked confused.

"When did Laxus' have a twin?" Natsu asked confused.

"He doesn't, that was an illusion." Tech Support explained. Then he gasped, "Son of a bitch."

"What?" Lucy asked confused.

"Everyone, get down to arena, now!" Tech-Support ordered over the telepathic link. "Laxus is in trouble!"

"HOLY MOLY, Alexie was Master Ivan the whole time!" Mato shouted surprised.

"It's a freezing violation of the rules all around." Yajima said, with his arms crossed. "Not only did all member of team Raven Tail attack Laxus, but a Guild Master is prohibited to compete themselves."

The Rune Knights grabbed every member of Raven Tail, but Obra's monkey got away. As that happened, Obra himself seemed to slump down, as if he was still unconscious.

"Laxus," Ivan began, still embedded in the wall. "Know this, Lumen Histoire is Fairy Tail's darkness." From her spot in the stands, Mavis looked down, horrified.

"Whatever stupid." Laxus began, only to fall over. He grabbed his chest in pain, unable to stand himself.

"What's happening to him?" Freed demanded.

"The lacrima in him took a hit." Tech-Support explained. "Not a lethal hit, but one to take him out for a few days."

"Hang on Laxus, we'll get you to the infirmary." Freed said as he and Bickslow propped him up on their shoulders.

"No fair, now I owe Laxus!" Natsu grumbled.

"Really, Laxus is greatly weakened, and that's all you have to say!" Lucy demanded.

"Oi, Tennyson." Laxus groaned weakly. "Does the name Eon mean anything to you?" With that last breath, Laxus passed out.

"Oh man." Ben gasped, as he reverted back to human.

"What's an Eon?" Natsu asked.

"I'll explain later." Ben said, noticing the wayward eyes of Lahar.

"What are you hiding boy?" Lahar questioned himself.

The next match was Wendy vs. Shelia. As it turned out, Shelia was the Sky God Slayer because of which, neither side could get one up on the other. The explosive fight ended with a tie, and Wendy and Shelia becoming friends.

"So this Eon guy's an evil version of you that's trapped in a time controlling form on the Omnitrix?" Lucy asked confused.

"That's the short version." Ben explained, now as Dizzcharge. After Wendy's fight, everyone went to the room where Laxus and Erza were being treated. Porlyusica asked Ben to transform so he could give the Lacrima a charge. Team Fairy Tail B was in a bit of trouble, as it turned out, Tech-Support's theory was right, and Laxus would be bedridden for two days, where Erza would just need one.

"But why does he need Malware?" Grey asked.

"And why did he sabotage my attempt to clear Pandemonium?" Erza asked weakly standing up.

"I ordered you back to bed for the rest of today and tomorrow." Porlyusica ordered.

"All he said was something about an Eclipse, and how the seven dragon slayers won't be enough." Laxus weakly explained.

"But there are six present," Freed reminded. "Two from Sabertooth, and four from our own guild."

"Unless Natsu's right and Aaron is a Dragon Slayer without anyone knowing it." Grey summarized.

"Be that as it may, you kids need to get going." Makarov explained. "The final challenge of the day is coming up."

The teams reluctantly left, realizing things were going to get tougher without two of their most powerful mages inactive.

"Let's hope whatever challenge isn't too bad." Lucy said, as what was left of Team Fairy Tail A walked into the box.

"Let's spin the wheels everybody!" Lahar shouted excitedly. The guards took note of this and altered Team Fairy Tail A's roulette wheel again.

"For today's challengers, it's Ben Tennyson, Gajeel Redfox, Razor, Hibiki, Silver, Beth, Lyon, Sting, and Jager." Chapati explained, as the contestants went to the arena, after the wheels stopped. However, unlike the previous times, they didn't disappear.

"Finally, a chance to prove my strength over Tennyson." Sting smirked. However to everyone's surprise, the wheels spun again.

"Today's extra challenge is called Guardian!" Mato explained. "The first set of players are to guard the second's set from harm."

The second set was: Lucy, Cana, Patti, Ichiya, Darryl, Kagura, Shelia, Orga, and Rocker.

"I can't believe this, I'm no damsel in distress." Kagura said undignified.

"You wouldn't be saying that if Ben had to rescue you." Millianna smirked.

"No, but I would say, there's more than one way to skin a cat." Kagura shot infuriated. Millianna wisely took several steps back.

"Let's hope we can do this." Lucy said nervously.

"Knowing Sting, don't hold your breath." Ben reminded. Lucy sadly nodded in agreement.

"Now similarly to Hidden on day one." Mato explained. "Each player will receive one point for hitting an opponent. However, for every time the second player is hit, that team will lose 5 points."

"Like that's not hard." Lucy groaned.

"Now for the fun part." Mato snickered. A small square area appeared around each individual member of the second chosen set of players. A bridge complex with a series of towers rose to the sky. Each member of the second unit was on the top of a tower. "The second unit is allowed to attack each player, but they can't leave the tower. However, like with hidden, if someone is hit, they will respawn in a different part of the arena."

"Oh, and as a friendly heads up." Mato said, before he was about to leave. "The arena is set to randomly change."

"Fortunately I have just the spirit for the job." Lucy said, pulling out a gold key. **"Open: Gate of the Archer: Sagittarius!"**

In a flash of light, the man in the horse costume appeared, with a quiver full of arrows. "Howdy do ma'am." He saluted.

"I'm over here." Lucy said with a sweat drop.

"It's hero time." Ben said, going for the Omnitrix, as a 30 minute hourglass took to the sky.

"Say your prayers Tennyson!" Sting said, charging an energy blast.

"Well it looks like it's round two with Spectrum." Ben said, going for the energy ghost. However, right when Ben slapped the core down he became: "**Rath?"**

"AH, it's the cute KITTY WITTY!" Millianna gushed happily.

"Oh no, that's the form that beat Bacchus." Sting said, slightly worried.

"Now let me tell you something rebooted Omnitrix that keeps turning me into the wrong thing." Rath shouted at his belt. "You keep turning me into the wrong thing!"

"Ok, this will be easier than I thought." Sting chuckled. "**White Dragon's Claw!"**

Sting shot a white energy blast at Rath. However, Rath noticed this, and ripped a rail off and swung at Sting's attack, deflecting it.

"Oh no." Sting gulped nervously.

"That was. NOT. COOL!" Rath roared, charging at Sting. The white Dragon Slayer threw several more Dragon Claws at Rath who dodged/ deflected them, still using the railing.

Rath was inches way from hitting Sting, when the dragon slayer was dealt a long ranged blow to the back, causing him to disappear. When Rath looked up, he saw Silver with his finger out and smoking.

"Got him." Silver cheered. However his joy was quickly replaced by fear, seeing Rath.

"Bye." Silver instinctively, ran like hell, seeing the tiger like alien.

"Oh no." Goldmine groaned as he saw his grandson's predicament.

Lucy, with the Proto-whip in blaster mode, got a few good shots in. Well, compared to Sagittarius, she was lagging behind.

"Third place on the board, how are we doing so well?" Lucy asked confused. She then saw several pieces of debris being thrown into the air. "Oh, Ben got turned into Rath."

Lucy's relief was quickly replaced by worry, when the building then started to tilt.

"Ma'am, I don't think this is a part of the show." Sagittarius said, getting nervous.

"Strangely, neither do I!" As she said that, Lucy lost her footing and grip on the Proto-Whip, falling off the now 90 degree building.

"HELP ME!" She screamed horrified.

Rath caught wind of Lucy's problem. "Hang on Lucy Heartfillia, I'm." However no sooner than he did, a bright green flash of light engulfed Rath, changing him back to Ben.

"Aw Man." Ben groaned.

The Omnitrix's faceplate then started to alternate between its normal color scheme and reverse. "Remote Lifeform Access Code Initiate." The AI said. "Areophibian DNA now accessible."

"Now there's a name I haven't used in a while." Ben said happily. Quickly activating the Omnitrix, Ben went for his newest unlock and slapped the core down. In his place was a red manta like alien with yellow horns and inner workings of his wings. Three black ribs were showing on his chest, all pointing at the Omnitrix disk on his mid-section. On each wing was a diagonal black racing stripe. While on its back was a yellow Fairy Tail mark.

"**JET RAY**!" Ben said, happily zipping off to catch his teammate.

"How many take-over forms does he have?" Lector asked confused.

"This is Fro's favorite." Frosch said happily. "He can fly and isn't scary like the cat man."

"Wow, talk about lucky." Natsu said impressed with the red form.

"Is it luck though?" Grey asked confused.

"What do you mean?" Wendy asked.

"Happy said, that when Ben got Rath back, the Omnitrix said it was on the lines of Remote accessed right?" The Ice make wizard explained. The two dragon slayers nodded. "That would mean someone is unlocking them for Ben."

"But who?" Natsu asked.

"Maybe it's the guy who made it." Wendy suggested. "He would have the means to do it."

"But why?" Grey asked confused.

"Ug, I hate stingrays." Happy groaned.

"Beg pardon?" Carla asked confused.

"A few months before Tenrou Island, Natsu took me out to a fancy place for dinner, and the waiter recommended the Sting-Ray meal." Happy groaned at the memory. "Natsu relocated my cat box outside it got so bad."

"Wow, there's a fish you won't eat, go figure." Pantherlily said surprised.

Faster than anyone could see, Jet Ray scooped up Lucy and placed her and the Proto-Whip Safely on the ground.

"Oh, thank you." Lucy said with a sigh of relief.

"Indeed." Sagittarius said, standing right by the two, saluting no one.

"Uh, where did you come from?" Jet Ray asked confused.

"I went back to the Spirit world, then returned post haste." The horse man explained, still saluting no one.

"Uh, ok." Lucy said.

"You alright?" Mato asked, surprising the two Fairy Tail members.

"I'll live if that's what you mean." Lucy admitted.

"Good, don't worry, you won't lose points, but Lucy will teleported elsewhere though." Mato explained as she and Sagittarius was teleported way.

"At least she's safe." Makarov said in relief.

Mavis remained silent, under the impression something was up.

"Alright." Jet Ray said taking flight. "Rath bought us a place in third, but I doubt that will stick for long."

"This is asinine." Kagura groaned. She was sitting on the tower, cross-legged, and anxiously moving her left leg up and down repeativily. Being that she was more on the lines of a close combat fighter, she couldn't do anything from her spot above. Fortunately, Beth had gotten Mermaid heel 5th place for this match. However, she then noticed the red blur pass by that was Jet Ray.

"Since when does he do that?" Kagura asked, somewhat impressed.

"Come on, find a target and Lucy." Jet Ray said to himself, oblivious to the fact he just missed Kagura.

It was here, a familiar black and yellow lightning blast, narrowly missed the air born alien.

"Gotcha." Orga smirked from his perch on the tower.

"Well, I can say for certain, your aims as horrible as your singing." Jet Ray smirked.

"What was that?" Orga demanded, as more lightning surrounded the mage. "**LIGHTNING GOD'S CHARGED PARTICLE CANNON!"** A more powerful rendition of the 120mm attack shot out at Jet Ray who barely dodged it in time.

"OK, sensitive about that huh?" Jet Ray quipped. "Now I wish I had gotten Feedback instead." Jet Ray then decided to go on the offensive and shot a series of Neroshock blasts at Orga. However Orga released a series of lightning spheres to deflect the shots.

"HOLY RAY!" A massive bombardment of white energy blasts quickly approached Areophibian.

"Oh come on Sting." Jet ray began, seeing the dragon slayer on the platform below. "You and I aren't the only ones here."

"And Sabertooth isn't coming in last place ever AGAIN!" Sting roared infuriated. "**DRAGON SLAYER SECRET ART:"**

"Sting, what are you doing?" Orga questioned horrified.

"**HOLY NOVA!"** Sting released a massive white energy blast, covering the entire area with white light.

When everyone could see again, it was revealed that the complex was destroyed, leaving only Sting standing. At that the clock ran out, revealing the score.

1rst Place: Team Sabertooth

2nd place: Team Excalibur's Glory

3rd place: Team Fairy Tail B

4th place: Team Fairy Tail A

5th place: Team Mermaid Heel

6th place: Team Blue Pegasus

7th place: Team Lamina Scales

8th Place Team Savage Hunter

9th Place: Team Sissy Puppies

"Ok, how is Savage Hunter so low on the scoreboard?" Ben asked pulling himself out of the rubble.

"I can answer that." Gajeel admitted, revealing to be sitting on top of a pile of rocks, then got a wicked grin. "That fat guy's an easy target, and with a five point loss a shot."

"Say no more." Ben said.

"Alright, today's day has ended." Mato explained. "Now after the first challenge tomorrow, both Fairy Tail teams will merge into one."

"Uh, why not before the first challenge?" Lucy asked confused.

"There's a reason." Mato giggled perversely.

"Why don't I like the way you said that?" Lucy asked disturbed.

Everyone left the arena sore. However Fairy Tail was rejoicing.

"With this combination, we just might get a chance to win this year." Romeo shouted enthusiastically.

"Well don't get all excited yet, we still have one little problem to deal with." Natsu reminded.

"He's right." Grey said, with all of Fairy Tail A and B nodding in reluctant agreement.

"What?" Romeo asked confused.

"We have to talk to Excalibur's Glory's Guild master." Ben said with a shiver down his spine.

Meanwhile, the hooded figure Ben and the others chased looked out at the arena. Tears could slowly be seen rolling down his face, as he watched the guild walk off.

On the other side of the arena, towards the castle, the person that fought Eon the night before looked at in in horror. The figure then removed its left sleeve revealing a gauntlet near identical to Ben's Omnitrix now. However it had cracks all over, and streaks of red in the device, with a crudely drawn Fairy Tail guild mark on the side.

However, in front of a Lacrima vison screen were five white armored figures. On their backs were what looked like silver torch like symbols. These people worked for Guiding Light, the anarchist guild.

"You have your mission." A sixth, aged voice ordered. "Bring me Ben Tennyson alive."

**Omnitrix database**

**Species Name: Areophibian**

**Hero name: Jet Ray**

**Home world: Areopela**

**Abilities: Flight, enhanced air and swimming speeds, Hyperspace travel, neuroshock blasts, limited super strength, enhanced durability.**

**Bio: One of the fastest creatures in existence, Areophibians have grown past their primitive desires to hit their opponents with neuroshock blasts to eat them. Now it is self-defense.**

**OK, yes I brought Jet Ray back. Simply put he was one of my favorite Alien Force aliens, and I missed him in Omniverse. (Hey, he and Fastrack never showed up in the series). And things with the GMG are getting more and more intense. But I do have a plan, please be patient.**

**The reason this chapter came up so much quicker is because I'm going out of town next week Thursday, and I wanted to get at least one chapter up from my various stories. Now to answer a few questions I know I'll get from reviews for this chapter:**

**1: Laxus is out of commission for the rest of the games. The reason is I have an idea for day five, and I want Ben to take his place. To avoid spoilers, let's just say it involves Excalibur's Glory, and Jura.**

**2: Erza's going to be A-OK, I just wanted to squeeze in Shelia's fight with Wendy somewhere in here. The little girl did deserve one fight.**

**3: To everyone who wants an old alien back/ Ben and Kagura to arrange a date, please wait until next chapter, I got something big planned, and a wicked reveal for this story.**

**Also before I go, I have one minor rant to do about Fairy Tail's manga right now. (I apologize for this spoiler to anyone who's not that far/ only follows the anime) But I found out that after Fairy Tail disbanded, Laxus and the Thunder Legion joined Blue Pegasus. WHEN THE FRESH HELL DID THAT HAPPEN? Evergreen I can see, but Laxus, Freed and Bickslow. Lamina Scales, or Quarto Cerberus I could see, but Blue Pegasus!**

**Scores:**

**Excalibur's Glory: 69**

**Fairy Tail A: 57**

**Fairy Tail B: 55**

**Savage Hunter: 50**

**Sabertooth: 48**

**Mermaid Heel: 46**

**Lamina Scales: 42**

**Blue Pegasus: 28**

**Sissy Puppies: 27**

**Raven Tail: Disqualified.**

**Thank you for your time, and see you in a future chapter.**


	10. Chapter 10

**Ben 10: Guild Mage**

**Chapter 10: Malfunctions, Magic, and Memories**

"This is not happening." Kagura said as she was pulled by the wrist by Millianna.

"Come on Kagura, you know you want to get to know him." The cat mage smirked happily.

It was a few minutes after the third day, and Kagura was infuriated. Not with the outcome, but the fact her guild constantly brought up she had some form of feelings towards Ben Tennyson. It wasn't that she didn't like him, but he caught her attention at least.

"Let's get going Kagura." Millianna said enjoying this.

Kagura was about to protest when she and the cat mage noticed Natsu was about to go into a full fledge brawl with Octavius Kaiser from Excalibur's Glory.

What had happened was a few minutes prior, Ben and the remaining members of team A, everyone minus Erza, had tracked down Aaron, who broke away from his over excited group.

"We need to talk." Ben said firmly.

"About?" Aaron asked nervously.

"Are you a dragon slayer?" Natsu asked firmly. Everyone looked at him disappointedly. "What I'm impatient, you all know this."

"A dragon slayer, me?" Aaron asked confused. "No, I never met a dragon before."

"You don't need a dragon to be a dragon slayer." Natsu explained. "Laxus doesn't, all he has a fancy gem inside him."

"It's a dragon's lacrima." Lucy explained.

"Why would you all think that?" Aaron asked confused.

"We saw that attack you used in Pandemonium." Gray explained. "Natsu thought it looked like a dragon roar spell."

"Really?" Aaron asked concerned. "I just panicked."

"What's going on here!" Octavius demanded. He walked up with clear anger in his voice.

"Oh, Master, hi." Aaron said timidly.

"Chill out old man, we just came to ask why his magic looks so much like Dragon Slayer magic." Natsu said.

"Why do you assume one of my wizards would use fake magic?" Octavius sneered.

"Fake magic?" Natsu asked infuriated.

"That's cruel." Wendy said, equally upset.

"Everyone knows dragons do not exist." Octavius chuckled. "Why the likes of Sabertooth and you imbeciles allow you so called dragon slayers in is a mystery."

"Dragons are real!" Natsu shouted infuriated.

"No they don't you flaming buffoon." Octavius said in a superior tone. "Besides, even if they existed." A small amount of energy appeared in his hands, becoming a sword. "I would slay them without question." He explained darkly.

"Say that again, I dare you." Natsu ordered with flaming fists.

"Gladly." Octavius replied.

"Natsu, no." Ben said. "He's not worth it."

"Ah yes, the Fairy Tail's newest mage, quite the interesting watch." Octavius said. "A shame someone like you joined an inferior guild."

"Why you arrogant piece of!" Natsu shouted infuriated.

"I look forward to turning your old guild hall into the new Excalibur's Glory Hall." Octavius then added smugly.

"You what!" Natsu demanded with massive flames behind him.

"Didn't Makarov tell you?" Octavius smirked. "I explained this to him before the preliminaries."

"You asshole." Gray declared.

"Think what you will, everyone knows that Excalibur's Glory will win the games this year." Octavius chuckled, he then turned around, grabbed Aaron and left, unknowingly dropped some jewel.

Ben bent over and picked it up and checked how much it was.

"That's enough for one of my rent payments." Lucy said.

"Guy drops that much cash?" Happy asked confused. "He's stupid."

"How could gramps not tell us!" Natsu demanded.

"What happened?" Millianna asked confused.

"We just had a thrilling chat with Excalibur's Glory's guild master." Lucy explained.

"And now we have to have one with our guild master." Gray said, cracking his knuckles.

"What happened?" Millianna asked.

"That prick's trying to buy our old guild hall, and Gramps knew!" Natsu shouted infuriated.

"Natsu, I'm just as upset as you are." Lucy began, then paused before correcting herself. "OK, nowhere near as upset as you are, but torching the street isn't going to help."

"It helps a little." Natsu pouted.

It was hear however, the six armored figures of Guiding Light made their move. One nodded to the other. "Earthquake Wave!" As the first slammed his fist into the ground, the whole town shook.

"What the hell?" Sting asked, as he, Rogue, and their Exceeds were trying to get some ice cream.

"We aren't getting ice cream are we?" Frosch asked.

However, at this moment, a large crack opened up at the outskirts of town, a moss covered rock shattered because of the magically created earthquake. It was then, six mechanical figures walked out. They stood several feet tall and had horns on top of their heads similar to shogun armor and had a black blank screen for a face. The six had silver hands with red finger tips. Each was a different color with silver highlights. One red, one blue, one yellow, one white, one gold, and one black.

"This doesn't feel right!" Wendy said frightened.

"I think I see our problem." Ben said, noticing the six armored figures.

"Can we help you?" Natsu asked.

"Give us the Omnitrix." One said, coming down to street level. "Guiding Light will put its powers to better use than you inferior mages."

"Omnitirx?" Kagura asked confused. Then she realized, they were referring to Ben's gauntlet.

"Sorry, it's kind of attached to me." Ben quipped.

"Be honest, how often do you use that joke?" Lucy asked, pulling out the Proto-whip.

"More times than you would think." Ben admitted, tapping the face plate.

Guiding Light then made their move. They threw a series of blades at Ben. However much to everyone's surprise, it was blocked by Sting.

"If anyone's going to beat Tennyson, it's going to be me." The Sabertooth mage said rage evident in his tone.

"I knew you cared." Ben joked.

"What did we miss?" Rogue asked confused.

"Psychos." Ben explained.

"Say no more." Rogue said, understanding.

"Cat Attack!" Millianna charged forward, trying to strike up one armored figure. However the one she challenged grabbed her by the hand.

"Nice try." The armored figure slashed back. However Millianna created a restraint tube.

"Bad man." The cat mage said mischievously.

"Alright, second time." Ben said, going for the Omnitrix again.

"The device belongs to Guiding Light!" Another member of the anarchists declared going for the device.

"Leave him be!" Kagura declared. She charged and swung Archenemy at the maniac. The attack not only caused the maniac to be sent flying, but sent Kagura flying into Ben. The two stumbled into each other, and sent the two into a nearby wall. When Ben looked up, he found himself with a face full of Kagura's surprisingly soft breasts.

"Oh, oh dear." Kagura said, realizing what had happened. Ben nervously pulled his head away.

"So." He began with a red face.

Kagura then blurted out. "We never speak of this." She nodded with an equally red face.

"You two love each other!" Happy and Lector taunted.

"Fro thinks so too." Frosch agreed.

"Continue and I'll destroy two out of the three of you!" Kagura threatened infuriated.

"Oh no!" The three cats shouted horrified. It was here they realized something.

"Wait, who lives?" Happy asked confused, hiding his fear for the Mermaid Heel mage.

"Obviously me." Lector explained smugly.

"No me, I'm way cuter." Happy shot back. The two exceeds glared at each other, then proceeded to slap each other hard. Frosch however noticed Kagura was looking directly at him.

"Fire Dragon: Iron Fist!" Natsu tried to punch one guy in the face. However he blocked it with his own arm.

"Our armor is impervious to your pathetic assortment of magic." His opponent taunted.

"Fire Dragon Roar!" Natsu shot a powerful fire blast right into the guy's face. "I don't know what you said, so I'm just going to kick your ass, I've had that bad of a day."

"Seriously?" Lucy questioned as she parried with another member, with her Proto whip in sword mode.

"It's Natsu, what do you expect?" Gray asked confused.

"I expected you to wait five minutes before stripping down to your underwear again." Lucy shot back. Gray freaked at that.

"This is why you fools should just give us the Omnitrix." One member said.

"Well this is going marvelously." Sting said taking a blow to the stomach. He responded by delivering a white energy infused kick to the guy's side.

"Strangely, I feel this is too easy." Rogue admitted, using Shadow Dragon Claw.

"Any final words before we end you all?" One member demanded.

"End us, we're winning." Natsu said with a laugh.

"Uh I have two." Ben said getting everyone's attention. "Techadon Robots!"

To everyone's surprise, it was a series of samurai like robots.

"Friends of yours?" Lucy asked confused.

"Not really." Ben explained. "You can buy them cheap in bulk."

"How do you know what those are?" Rogue asked confused.

"Long story, tell you some other time." Ben explained quickly.

The robots then raised their hands, and shot several rounds of lasers.

"Ah!" Wendy screamed in fear then ran off.

"Wendy!" Carla went after her partner. However two of the Techadon robots followed right after.

"Ben third time, mess with that stupid watch!" Gray ordered.

"Alright, alright!" Ben said activating the Omnitrix. It was here the device lit up and reversed its color scheme. However this time it bore a similarity to a warning light.

**"ERROR, ERROR!"** The device beeped. **"Extreme energy feedback detected, DNA surge imminent."**

"DNA, what?" Sting asked confused. The Omnitrix then lit up several green lightning bolts wildly ran all over the place.

"HIT THE DECK!" Ben ordered. However it was too late. The Fairy Tail team, Kagura, Millianna, Sting, and Rogue were then hit by the energy blasts. However the attacks still continued on. One stray attack hit Wendy and a random pedestrian.

"Ben, what's going on?" Happy shouted confused as the mages soon took on unusual features.

"I think they're going hero!" Ben said shocked.

"They're going what now?" Lector asked confused.

Natsu soon began to sprout gills, and his skin was replaced with white scales. An angler fish light popped out of his forehead as his lips vanished revealing massive teeth. His hands and feet became webbed and razor sharp. The lower half of his body was replaced by what looked like a scaled dress. Natsu's hair was then replaced by pink fins going down his back and arms.

From her spot in the alleyway, Wendy began to bulk up. Her two eyes became four and her skin became dark red. As she grew in height, her clothes tore off, becoming a bikini like fashion, two more arms emerged from under her normal arms.

Gray essentially began to melt, becoming green slime. His eyes were given black circles around them and the top of his head soon spiked off like his normal hairstyle. Strangely a UFO like device appeared on top of his head.

Rogue's transformation was a bit different. Chunks of pink crystals popped out of his chest, arms and his forehead while his eyes merged into one. A new outfit of overlapping purple rocks emerged as his skin became pink and crystalline.

Lucy began to bulk up. Her skin was replaced by yellow and brown stone, while stone shards appeared on her arms. Her hands became two prong claws and she seemed to hunch over.

Millianna's build remained the same, except she was given more feline features and blue and black fur. Two black tuffs overlapped her eyes in a manner like a mask.

Kagura's peach skin was replaced with black and her fingers became copper plugs. Two long tentacle like antennas and a tail, each with another copper plug emerged from her body while her feet became three toed and huge. Like Rogue's, her eyes became one.

Sting's transformation was a bit gothic. His teeth were given fangs and his skin turned dark Gray. It was then a black and green outfit with bat wings was applied to the uniform.

"Cool." Frosch said impressed.

"Must resist urge to eat Natsu." Happy begged himself with drool going down his mouth.

"Aw man!" Natsu groaned. "Now we can't make fun of Gray if he's stripped down to his underwear!"

"That's what you're worried about?" Kagura shouted, her tone sounded like electricity cackling in it.

"Tennyson, Vhat the hell did you do to us?" Sting demanded in a Transylvanian accent.

"I'm a kitty cat." Millianna squealed. "This is the best day ever!"

"Well for starters, I had nothing to do with this." Ben insisted. "As to what happened to you guys, you've all been turned into aliens I used to have access to."

"Aliens?" Lector shot. "There's no such thing."

"Look long story short." Ben began, then pointed to the others. "Natsu's Ripjaws, Gray's Goop, Kagura's Feedback, Lucy's Rocks, Millianna is Fasttrack, Rogue got turned into Chromastone, and Sting got Whampire."

"Can you fix us?" Lucy asked in a much deeper tone.

"I'll try." Ben explained. He turned to the Omnitrix, only to see the faceplate had become a dull Gray color. He tapped it, only to hear a failed whirling noise.

"Don't tell me its dead!" Gray said in a gurgling like tone.

"Uh," Ben began with a nervous shrug.

"Aw man." Everyone complained, except Millianna.

She just started dancing around singing. "I'm a kitty, I'm a kitty, meow, meow, meow!"

"Then this shall be easier than I thought." One member of Guiding Light said. "And those machines will make fine editions to our guild."

"No fair, how come they didn't change!" Lucy demanded loudly. As she did, the ground around them shook a bit.

"Careful Lucy, Rocks can create earthquakes." Ben insisted.

"Wait, we have abilities in these forms too?" Kagura asked confused.

"What are my super powers!" Millianna shouted, getting to close to Ben for his comfort.

"Super speed." Ben said nervously.

Millianna then ran at incredible speeds, knocking the Guiding Light members to the ground.

"Ok, now." Ben began, only to get upset. "No fair, how come Wendy got Fourarms?"

"What?" Happy asked confused. The two Techadon robots that were chasing the sky dragon slayer were lifted into the air, then slammed onto another one. When the smoke cleared, Wendy's massive new form was revealed.

"Dude, that is totally unfair!" Natsu groaned.

"Fro thinks so too." Frosch agreed.

"Unfair I will agree too, but the result you can't." Carla admitted, flying in.

"I miss being human already." Wendy sighed to herself. "These muscles are hard to work."

"Alright, what else can we do?" Gray asked.

"Ok, but important thing." Ben immediately turned to Sting. "Whatever you do, don't use your magic."

"Vhat?" Sting laughed arrogantly. "Jealous I'll do better with one of your forms?"

"No, its." Ben began. However Sting ran off to fight the Techadon robots.

"You are so totally jealous of Sting right now." Lector taunted.

"He needs to learn to listen." Ben sighed.

"Why's that?" Frosch asked confused.

"Whampire's incredibly light sensitive." Ben explained.

"Uh, what?" Rogue asked confused.

"White-!" Sting began, building up a powerful white energy blast. However it was here the now half vladat was burned. "OW!"

"I tried to tell you." Ben said with a shrug.

"Indeed you did." Carla said. The other exceeds nodded, with Lector more reluctantly. Sting instinctively dashed into the nearest form of shade, which turned out to be the inside of a dumpster.

"Sting." Lector groaned with tears in his eyes.

"Alright moving on." Ben explained to the remaining mages. "Natsu, you're a fish that can pretty much eat anything, Kagura you can absorb any form of electricity and dish it out, Gray can become acid and throw your slime at people, and Rogue can absorb light and electricity, oh and fly too."

"How does this form fly?" Rogue asked confused. "I'm as aerodynamic as a brick."

"Long story." Ben said, then panicked. "But we got incoming!"

The remaining robots raised their hands and fired another barrage of lasers.

"Quick decision." Ben quickly threw Rogue right in front of the barrage. A rainbow colored aura covered the Crystalsapien/human hybrid.

"Awesome." Rogue admitted, not feeling a thing. He raised his hands and dished out a similarly colored energy blast. The attack destroyed two more techadons.

"Now then, Shadow Dragon-!" Rogue began as energy built up at his mouth. However the attack disappeared and an energy blast shot out of his butt, right at Frosch.

"Fro told you not to eat that burrito!" Frosch demanded, narrowly dodging the attack.

"I'm sorry." Rogue said, tears flowing out of his eye.

"Let's go, I'm all." Natsu began, creating a fire in his clawed fist. However the attack had burned away the moisture in the air. The fire dragon slayer then dropped to his knees and gasped for air. "I can't breathe."

"You are a fish, what made you think a fireball was a good idea?" Lucy demanded, causing another earthquake.

"Lucy!" Wendy shouted in fear.

"Wendy, you are one of the strongest here, don't complain." Ben ordered.

"Benjamin, are you certain of that?" Carla asked concerned.

"Oh yeah, female tetramand are traditionally the stronger of the two." Ben admitted.

"Girl power!" Millianna shouted happily, dealing with the Guiding Light team. Faster than anyone saw, she used her new speed and Cat binding magic to wrap up the anarchists.

"What just happened?" One member asked horribly dizzy. The Techadons then began to walk forward.

"I got this." Gray gurgled, putting his hands together. "ICE MAKE!" However the result had caused Gray to freeze his arms solid, causing him to crash into the ground.

"Aw come on!" Gray gripped. No matter how hard he pulled, his arms wouldn't budge.

"Lucy, you may want to summon someone." Carla suggested.

"Are you nuts?" She begged. "I have two claws for hands, I'll drop anything with them, and you know how Aquarius gets."

"Plus water will reduce you to nothingness." Ben said sheepishly.

"That just adds to my list of worries." Lucy cried.

"You aren't the only one with problems." Kagura admitted. The plugs on her hands prevented her from getting a proper grip on her sword. One of the techadons then grabbed Kagura by the throat. She then grabbed the hand that hand her with both hands. It was then energy was poured into Kagura's body. The Techadon then powered down, falling onto Kagura's body.

"Not cool." Kagura groaned. Energy then poured out of her antennas and tail, then blasted herself and the techadon and into another. The two were then destroyed.

"Four down, two to go." Ben sighed.

"Uh what happened to the guys Millianna just roped up?" Happy asked noticing the rope laying to the side.

"No fair, that's not supposed to happen!" Millianna cried, tears running down her furry face.

"Lucy, incoming!" Ben warned. A techadon tried to attack Lucy, while the human/ Basalt grabbed the arm and shattered the mech, causing yet another earthquake.

"Oops." Lucy sighed.

However it was here, the final mech was slashed to pieces by a familiar steel blade.

"What the hell happened to you guys?" Gajeel asked rudely, coming alongside the remaining member of Fairy Tail B.

"You guys don't look so good." Mira said sympathetically.

"What happened to my beloved Gray!" Juvia demanded , tears running down her eyes. The result was a flood covering the street.

"I can breathe again!" Natsu shouted triumphantly.

"Lucky you!" Lucy groaned, feeling incredibly weak against the water.

"Look, let's regroup back at Honeybone, and someone needs to get Sting out of the dumpster." Ben explained exasperate.

"A good plan," Rogue admitted. "I shudder to think how master Jienma will react to mine and Sting's performance and appearance."

"Come on." Gajeel hoisted the remains of the techadon he destroyed over his shoulder.

"Aye." Happy said, as he began to walk. However he stopped hearing something. Happy walked over to the alley and drooled happily. It was a blue fish roughly the same size as he was with a massive under bite and a pair of stubby legs.

"How in blazes did this happen to me?" The fish groaned in a squeaky tone. However it was here the walking fish noticed the cat.

"FISH!" Happy shouted excitedly. The exceed pounced, and the fish's slimy skin allowed him to slip out several feet away.

The fish then got up, and ran off. "I am of no power in this form."

"Fishy wishy, nummy yummy, get in my tummy!" Happy sang, running after the fish.

"Happy, now is not the time for a snack." Carla scolded.

"Fro wants to catch the fish too!" Frosch said happily running after Happy and the blue fish.

"Let's go get them." Lector sighed sprouting wings, going after the three with Carla at his side.

Later at the Honey Bone Lodge, Ben was presently trying to outrun Juvia's water slicer attacks.

"I blame you for the curse placed upon my beloved Gray!" Juvia roared infuriatedly.

"Ben just let her hit you, I owe her a favor." Natsu sighed from the contents of Juvia's water lock. One of his hands were sticking out of the bubble with a fire in hand, melting Gray's arms.

"Juvia enough!" Makarov ordered, rubbing his now aching forehead. He never told the others about Kaiser trying to buy the guildhall because quite frankly, he didn't know how. Now the problem was changing Natsu and the others back to normal.

"This sucks." Sting groaned, sitting in a darkened corner of the room. What the white dragon slayer/vampire based alien was getting used to, was what Ben called energy vision. Whampire (as it was called,) could suck the life force clean out of any being in the room. And due to natural instinct, he tried to such the energy out of Erza, twice because she gave off such a delicious aura. However the strange thing was he could just barely make out an additional someone in the room. It was a little girl, roughly the same height as Wendy was normally.

"You aren't the only one complaining." Wendy sighed, and at the same time grateful to Erza. As it turned out, she had been the victim of some enlarging spells before, and as such had specially made armor that could change size. Essentially Wendy was now clad in armor similarly to Erza's Heart Kreuz armor before Tenrou Island disappeared.

"I knew this was a wise investment." Erza said proudly. "Now then, I believe a spar is in order."

"Uh, what?" Wendy asked confused.

"You do presently have the powers of one of Ben's strongest forms, something I wish to test personally." Erza explained. Sting then made another play for Erza's neck. He lunged at Erza fangs first, only for the Titania to put her armored fist up. "Cease that!"

"So let me see if I've got this right." Kagura began after getting a quick explanation. "Ben is from an alternate dimension where technology reigns supreme, and we've been turned into aliens you can't turn into at the moment."

"Short version." Levy said, looking over the Techadon with her gale force reading glasses on. Rogue had been tempted to report this nonsense, but Makarov threatened to unleash Giant's Wrath on them if they did. Instantly those plans were shot out the window. After all, when you're threatened by one of the ten wizard saints, you don't really have a say in the matter.

"They're had better be an alien fairy." Mavis pouted.

"This thing is amazing." Levy said. "I wouldn't even know where to begin."

"My main concern is if these were sent by Servantis." Makarov said determined.

"Anyway, our top priority should be to find where those Techadon robots came from." Ben explained.

"Our first priority should be to fix Gray and the others!" Juvia shouted infuriated.

"If we do, we may find a way to fix the Omnitrix and undo this all." Ben explained, hiding behind Mira.

"Agreed." Kagura said, "I prefer to be human again."

"You and me both." Rogue admitted. Despite his incredible defensive abilities, he missed his own flesh and blood.

"I have no problem with what happened to me." Millianna smirked.

"Speak for yourself." Lucy sighed, trying not to cause another earthquake.

"I'm in." Levy said happily. "I know a solid script spell that can track the unique metals these machines are made of."

"I'm going too, I want eat one." Gajeel said happily.

"I will go to make sure Ben doesn't mutate Gray even further." Juvia said with rage evident in her tone. "You could turn Gray into a stinkbug, or a sentient fireball, or a plant."

"I owe you kids a favor, so I'm going too." Makarov said.

"I shall join you." Erza said determined with Pantherlily nodding in agreement.

"I'm going as well." Porlyusica said, getting a surprised reaction out of everyone in the room. "You might need the medical assistance since Wendy doesn't exactly have steady hands." Wendy sighed and nodded.

"Hey, where are Happy and the others?" Pantherlily said, noticing the silence of the blue cat.

"Weren't they right behind us?" Lucy asked confused, just now noticing the lack of the exceeds.

"Oh no, Frosch!" Rogue cried.

"Vill you calm the hell down you moron?" Sting demanded, trying not to eat someone. "You always go crazy when Frosch is involved."

Speaking of the cats:

"I am an all-powerful mage, not a late night snack!" The fish man shouted running from Happy and Frosch.

"Get into our belly!" They shouted, jumping again, only for the fish man to be sent flying.

"We are never going to catch this thing." Happy groaned.

"Fro thinks so too." Frosch woefully admitted.

"Then perhaps our resources should be pointed at helping the others return to normal." Carla said with her paws on her hips.

"Originally, I would agree with you but." Lector began.

"But?" Carla asked confused.

"Strangely, the way that fish is talking reminds me of someone." Lector admitted, putting his paw on his head. "I just can't think of who."

"So you're going to help us?" Happy asked with a smile.

"Yeah I might as well." Lector admitted with a sigh, then turned into a cocky smirk. "I can't let a Fairy Tail mage out do a Sabertooth mage."

"You're on!" Happy shot back excitedly.

"You can't be serious." Carla shot.

"You're outnumbered, you have to help." Frosch said with a smile.

Carla was taken back by Frosch's statement. "Fine." She realized he was right.

"To victory!" Happy said, chasing the fish again.

"Wait for us!" Carla ordered.

Back with the makeshift recon team, Levy's spell had leaded them to a massive cave entrance.

"HELLO!" Natsu shouted into the cave.

"Natsu!" Makarov shouted.

"What, I wanted to hear an echo." The fish/human mage said.

"All I do is put my ear to yours." Gray smirked.

"What was that slime ball!" Natsu demanded with a fire in his hand.

"You heard me fishcakes!" Gray shouted, creating ice. It was here, Natsu fell over, gasping for air, while Gray froze his arms and was slammed into the ground again.

"You two are hopeless." Rogue sighed.

"You get used to it." Lucy sighed.

The lot began to traverse the cave, only to discover the inner working of the cave was replaced by steel plating.

"Ok, this doesn't look like a normal cave." Lucy commented.

"I don't think it is." Levy said, looking up. To everyone's surprise, a massive sliding door was standing before them. But what everyone was focused on, was the same hourglass symbol like that on the Omnitrix.

"No way." Ben gasped.

"Ben are you thinking what I'm thinking?" Makarov asked confused.

"We'll know for certain in a bit." He walked over to the terminal and pulled out his good luck charm, his plumber's badge. The badge accessed the system and opened up, the lights turned on revealing a massive complex. The inside had several level each having different advance looking computer stations. The lower levels had tanks of all kinds and several hallways leading elsewhere.

"Dude, is this?" Gajeel asked amazed.

"Yeah, it's a Plumber's base." Ben confirmed.

"Ok first robots from your world, and now a base?" Lucy asked confused.

"Let's find out why." Ben said determined. He went over to one of the consoles and started typing keys.

"I'll help where I can." Levy said, walking over.

Unaware above the rafters, was someone with yellow eyes glowing down at everyone. Knowing the threat, he decided to go after them.

Kagura silently watched Ben work and bit her lip. This could be a big help in getting Ben home. But it's not like she wanted him to remain here while his friends and family could be in trouble. That, that just wasn't who she was. No matter how cute he was.

"Did I just think that?" Kagura questioned herself.

"Alright, this explains the Techadons." Ben said, pulling up a file. "This is a contraband satellite base."

"Satellite, as in orbiting the planet?" Kagura asked confused.

"Yeah, it looks like it was set to crash mode to prevent the cargo from falling into the wrong hands." Levy said, looking over the files with her glasses. "And guess who's name is on the list of plumbers who was a crew member?" She added sarcastically.

"Servantis." Makarov answered.

"Go figu-." Ben began, only he looked over Levy's shoulder and gasped.

"What?" Levy asked confused.

"Eighth name down, middle column." Ben explained completely surprised.

"What, what is it?" Lucy asked confused.

Levy read the name out loud. "Devlin Levin?"

"Who's that?" Kagura asked confused with Ben's look.

"Supposedly, Kevin's father." Ben answered. "But I thought Servantis messed with Grandpa's head and he didn't exist."

"Well it looks like we'll get more answers than we came here looking for." Makarov said astonished.

"If he really did exist, what happened to him?" Gajeel asked confused.

"Let's go exploring." Natsu said, poking out of the newest water lock.

"Good idea, we may find some clues as to the origins of those machines." Erza said agreeing.

"Yeah, that's why." Natsu said awkwardly.

Lucy, Makarov, Kagura, Rogue, and Gajeel decided to stick with Ben and Levy, while the Natsu, Gray, Juvia, Sting, Rogue, Erza, and Pantherlily decided to follow Natsu's idea. Porlyusica, Millianna, and Wendy on the other hand decided to locate the infirmary, curious how medicine in Ben's world worked, and to see if any medical files told what really happened to Kevin's father.

"Hello." Ben said confused, "It also says here that this vessel was used for a Rooters facility too."

"Oh joy, so we've walked into a house of horrors." Gajeel said with a groan.

"Not fully." Makarov said, concerned himself, he decided to look over the files himself. "Apparently this is where Servantis was recruited for the Rooters, as it makes reference to a selection program."

However it was here, the power went out.

"AH!" Lucy panicked and caused a minor earthquake.

"Luce!" Levy shouted.

However someone, or something, jumped down and hit Gajeel hard enough to knock him out.

"What the hell?" Makarov shouted surprised.

The being as quick as he came down, knocked Lucy and Kagura down at the same speed and motion.

"Gotcha." Makarov enlarged his fist and grabbed the assailant. However, the mystery man was nimble and slipped out of his grip.

"What?" Makarov asked shocked. He was then kicked back by their mystery man.

"Solid Script: Illuminate!" Levy swung her arms around, writing the term Illuminate, and a bright light momentarily lit up the room and Ben gasped recognizing the attacker.

"You!" He shouted. The mystery man punched Levy in the stomach than ran off, hearing a strange noise elsewhere.

"You guys ok?" Ben asked trying to find everyone. Levy had recovered halfway quickly, and conjured another illuminator spell.

"Ok, that hurt more than I wanted." Levy groaned.

"Oy Tennyson, did I imagine it, or did sound like you knew him?" Gajeel asked confused and hurt.

"Yeah I do." Ben admitted. "That's Ragnarok."

A few minutes ago, Natsu and the others were digging through a massive assortment of steel crates filled to the brim with advanced weaponry.

"What's this thing do?" Natsu asked pulling out a pistol like gun with a massive light bulb at the end. He pointed it at Gray and fired.

"Nothing's happening." Natsu sighed seeing the ray went right through his guild mate.

"I vouldn't say that." Gray looked behind him and saw Sting, presently scorched.

"A glorified flashlight?" Natsu said disappointed, tossing it. "Weak."

"Natsu enough lollygagging," Erza said angered. "We don't have time to mess with random objects of unknown origin."

"Is that why you're putting them in your requip dimension?" Pantherlily asked rhetorically. Erza became very quiet.

"You never know when they could come in handy." She offered.

"Cool, a Frisbee death weapon!" Natsu pulled out a black disk with a green outline.

"Natsu don't!" Rogue ordered. But it was too late, Natsu had already tossed it. However it stopped a few inches above the ground, hovered, and then expanded into a board.

"Wow, it's still airborne, impressive." Pantherlily admitted.

Gray then got a mischievous idea, he pushed Natsu forward and onto the hover board. "Enjoy barfing lizard lips." With a mighty push, surprisingly a lot for a sentient blob, Natsu was sent flying.

"Cruel Gray." Erza said with a sigh.

"Awesome!" Everyone turned to see Natsu was happily riding the hover board. Not because he was good at it, but because of what he said next. "I'm not motion sick on this thing!"

"Really!" Sting and Rogue shouted surprised. Natsu road over and did a kick flip.

"This thing is awesome!" Natsu shouted triumphantly, stopping perfectly.

"My turn!" Sting shouted pushing Natsu.

"No mine." Rogue got in there too.

"Boys." Erza began.

However it was here Juvia spoke up. "Did anyone else hear that?"

"Hear what?" Natsu asked confused.

"Hold on, ve've got company." Sting said, noticing the new aura in the room.

"Hey isn't that the guy from the first night?" Gray asked confused. Before anyone could react, the mystery man attacked. He delivered a powerful flying kick to Erza, knocking her into a wall.

"Ok freak show, try this, Ice Make!" Gray was about to put his hands together, and realized the problem. "Or maybe slimes away." Gray tossed several wads of goo at the mystery assailant. However the man nimbly dodged the attacks and ran over to where Gray was. He snatched the anti-gravity projector and tossed it, which sent Gray flying.

"Oh man!" Gray shouted as he spun at high speeds.

"Water Jigsaw!" Juvia tossed a massive water ball that spiraled at the person that dared to hurt her beloved Gray. However the man ran at the wall behind him at full speeds. He stepped on it and vaulted himself over the water attack.

"Ok he is good." Rogue admitted. "But not good enough." Rogue raised his arms and shot a multicolored energy beam at the man. Although airborne, the mystery man spun around the attack.

"Come here, it's snack time!" Natsu road over on the hover board and tried to take a bite out of Ragnarok.

"So Ragnarok supposedly killed Devlin?" Lucy asked confused as they ran off to help.

"Yeah, but then we found out Grandpa Max's memory of what happened was all made up by Servantis." Ben said, remembering when he first met the Rooter leader. "Except I thought Kevin killed him."

"How?" Makarov asked interested.

"I don't remember." Ben admitted, "But I do remember the ship was in trans warp." Ben thought back to why Ragnarok attacked Kevin's house. "Maybe he jumped dimensions like I did?"

"Best answer we've got." Pantherlily said, having switched to his battle mode.

"Let's find him and kick his ass." Gajeel said, morphing his arm into a blade.

"I'd thought you'd never asked." Ben said, a smirk on his face.

They made their way to the vault where they found the others in battle with Ragnarok. With the better lighting, Ben could see he was the same as last time. He was a grey skinned humanoid with what looked like bones sticking out of his body. His nose was gone and black patches were over his eyes and checks. His silver hair seemed to have lost his sheen since last they met. Under the cloak he was wearing, was Ragnarok's black and red outfit.

"Damn, it the light he's even uglier." Gajeel chuckled.

"Yeah, but he hit's as hard as he is ugly." Ben reminded.

"Hang on guys." Lucy charged forward, only to trip over her own oversized feet, and slammed into the ground, creating a fissure aimed right at Ragnarok. With the speed and grace of an Olympic athlete, Ragnarok jumped over the attack.

"This guy is good." Gajeel admitted, then smirked. "But not good enough, Iron Dragon Roar!"

Ragnarok threw his arms forward, releasing a yellow energy beam. The two attacks collided, and an explosion engulfed the room, causing everyone to scatter.

"Ok, what's his deal?" Ben asked confused. "By now he would have at least called us inferior."

"Are you complaining?" Levy asked confused.

"No, more on the lines of confused." Ben admitted, he then turned to see the gun Natsu tried to use on Gray, recognizing it instantly he picked it up and had an idea. "Hey a sun gun."

"What's that?" Kagura asked confused.

"A flashlight that burns a beam of light as bright as day." Ben said, checking to see if it had any damages. "And it's going to help me and Rogue beat Ragnarok."

"Those fools couldn't be any quieter with their roughhousing could they." Porlyusica sighed, digging through the medical records.

"What do you thinks going on?" Wendy asked concerned, paging through.

"Probably Natsu found some more of those robots and turned them on purposely." Porlyusica said dryly.

"Uh oh." Millianna tried accessing the computers herself, only to activate the security link, where they saw the others fighting Ragnarok.

"Those idiots." Porlyusica sighed, however as she pulled out another drawer, she hit pay dirt, it was Devlin's file. "Now what in blazes happened to you?" She paged through it, and gasped in horror, double checking the screen. "We have to stop them!"

"Uh, what?" The girls asked confused.

"Are you sure this will work?" Rogue asked confused at Ben's plan. Ragnarok was presently avoiding Makarov's swings, while the others were off to the side in position for Ben's plan. Natsu had started a fire again so he was in Juvia's water lock again.

"You are a sentient prism, this is a flash light, what's going to happen?" Ben asked sarcastically.

"Good point." The shadow mage said as Ben got positioned behind him.

"Hope this works." Kagura raised her fingers and shot a powerful assortment of energy blasts at Ragnarok. However the assailant took several steps back, right into where Gray left a few goo balls.

"Bye bye." Makarov said with a smirk.

Just before Ben could pull the trigger, Millianna raced in, and swiped the gun from Ben's hands.

"You can't hurt him." Millianna shouted surprised.

"Uh, why?" Ben asked confused. "He works with Servantis."

"You're partially right Ben." Porlyusica said, tossing one of the vials she brought with her at Ragnarok. A gas covered the man, as he coughed, falling over.

"Ok is there a game plan I should know about?" Natsu asked confused.

"Yeah, we're helping him." Wendy said, finally walking in. Everyone was shocked at that statement.

"Uh we're helping Ragnarok why?" Ben asked confused.

"My name." Ragnarok began before passing out. "Is Devlin Levin!"

Everyone stood silent at that statement, until Natsu broke it. "Whoa, didn't see that coming."

"No, no one did." Lucy agreed.

However it was here on another level, a massive box opened up, revealing several more Techadon's, all ready to fight.

Devlin was now lying unconscious in a medical bed, with various machines hooked up to him.

"I found out in his files." Porlyusica explained. "He was one of the first Osmosians Servantis discovered, with the ability to absorb various forms of energy from the air, and convert them into the energy rays."

"So his ugly mug?" Gajeel asked rudely.

"Gajeel!" Levy said angered.

"From what I could tell, Devlin absorbed a strange form of energy he shouldn't have, then his body became ill." Porlyusica explained, "But I doubt that was the only reason." She showed them the files and soon understood. They were signed by Dr. Sheldon Servantis.

"His first name is Sheldon?" Natsu asked confused.

"I am just as surprised as you are." Ben admitted. "I thought he looked like a Victor, or an Alex."

It was then Devlin started thrashing around, and started panicking.

"What did you give him?" Kagura respectfully asked the retired member of Fairy Tail.

"I knew a potion that could undo memory alteration magic." Porlyusica explained. "When you've been through the horrors I have, you learn to have a spare vile or two on you."

"So what is he reliving all the memories Servantis altered?" Lucy asked. The pink haired mage nodded.

**-Memories-**

_"You got to love this place huh?" Devlin asked the cadet Sheldon._

_"It's something, I'll admit." The cadet admitted. The two were among the several hundred plumbers were scattered across the many levels of Space station Omega-14._

_"Now there's the man of the hour." The duo turned to see the Earth Magister, Max Tennyson walking over to them. "How are you liking your new post Sheldon?"_

_"It's breath taking Commander." Servantis admitted, clearly nervous._

_"Well you should, we need qualified doctors such as yourself." Max said with a laugh. "Now let's get to business, the magistrate has her eye out on all of us." Max turned to leave, making sure everything went off without a hitch._

_"He's a great guy." Devlin began, pulling Sheldon in for a whisper. "But don't eat anything the man offers you, no matter how polite you want to be."_

**-A Later Time—**

_Dr. Servantis was waiting in his office, looking over the results of Devlin's medical evaluation._

_"See something you like?" Devlin asked with a smirk._

_"What happened is incredible." Sheldon admitted. "Your ability to absorb energy is unheard of."_

_"So I keep hearing." Devlin said, fiddling with his pocket a bit._

_"What do you have there?" Sheldon asked confused._

_"Alright, I'll talk." Devlin chuckled. "You know Yolanda from the contraband vault?"_

_"I have noticed her once or twice." Sheldon admitted._

_"We'll she's going to notice this little star." He pulled out a ring box with an engagement ring in it, one with a diamond not found on Earth. "You know that bloke Leander, he owed me a favor a few months back, and I cashed it in."_

_"How, how lovely." Sheldon said crestfallen. "I had no idea."_

_"We kept it secret, nothing fancy." Devlin admitted, then crossed his fingers. "Here's hoping."_

_Servantis then turned to what he had been working on, the Rooters application._

**-A few years later—**

_"Servantis!" Devlin blasted the doors open enraged as hell._

_"Ah Devlin, always a pleasure." Servantis chuckled darkly, now wearing the prototype Proto-tech armor. "What can I do for you old friend?" He placed a book on Norse mythology to the side._

_"Cut the crap, where's Kevin!" Devlin demanded. "I know your people took him."_

_"Kevin, your new born son?" Servantis asked clearly faking it. "I don't know what you're talking about."_

_"Servantis!" Devlin demanded, pulling up an energy ball._

_"You know Devlin, about the cerebrocrustacean species?" Servantis asked calmly, as if Devlin wasn't about to kill him. "Fascinating kind with the ability to alter their electrical impulses in their brains." He walked over to a small crown like device with a large gem on the front, and attached it to his head. "Such as memory alterations!" He fired an electrical blast at Devlin, causing him to go to his knees._

_"Why?" Devlin demanded._

_"Why?" Servantis demanded, clearly enraged. "I spent my life working behind the scenes, while you got all the credit, all the glory, all the attention!"_

_"I gave credit when do." Devlin said strained._

_"And then you took something from me I could never take back!" Servantis roared._

_"What are you?" Devlin began than realized. "Yolonda?"_

_"Of course, I loved her more than you could know." Servantis admitted, clearly hurt. "And then you go off with her and ride off into the sunset with your new powers!"_

_"She retired from active plumber work, to raise Kevin when I couldn't be there!" Devlin shot back._

_"And that made it right?" Servantis demanded. "No, I have plans for you Levin, far greater plans."_

_"Not while I'm conscious." Max pulled out his blaster and shot a blast through the door, and right at Servantis._

_"You didn't think I'd come to this shin dig alone Sheldon?" Devlin smirked._

_"No, I did." Servantis groaned, pulling himself off his desk. "Leander!"_

_A secret door opened up and a man in prototype armor tazered the two._

_"Leave Max, and take Levin." Servantis ordered, just before Devlin passed out._

-**Unknown time later-**

_"Welcome to Incarsicon Ragnarok, you're home sweet home." One of the guards said at the now disfigured Devlin Levin. However a message from Sheldon entered his mind._

_"I need you to destroy our old stomping grounds won't you?" He chuckled darkly. "It's got some old trash I need to get rid of, if anyone asks, it's a Sun Harvester."_

**-End of Memories-**

Devlin's eyes shot opened, startling everyone.

"Dude!" Ben shouted startled.

Kagura quickly raised her hands.

"Your nails clearly need a trim." Devlin chuckled.

"Considering you attacked us, you understand my reason." Kagura reminded.

"Fair enough, but in my defense, I wasn't exactly in the right state of mind." Devlin reminded.

"Uh you work for Servantis, that doesn't leave much room for trust." Ben said, agreeing with the pretty girl. He then questioned where that came from.

"Servantis!" Devlin questioned upset. "That rat bastard kidnapped Kevin!"

"Oh, uh you're going to want to sit down for this one." Ben explained. If this really was Kevin's father, than maybe there was a way to tell, through his heart. Ben told the man on how he came to Earthland in the first place. Kagura and the others found it kind of cool on his origins. Devlin was naturally upset to hear how Servantis had manipulated his family and friends. He did however smile when Ben explained Kevin mentioned he wanted to be a plumber.

"He's a good boy in the end." Devlin chuckled.

"So why did you attack us?" Gray demanded.

"Something about Servantis wanting the area clean." Devlin admitted. "I don't remember much."

"Uh Ben, are we sure we should be trusting him completely?" Lucy whispered quietly.

"No, but Porlyusica got us this far, and if he tries anything, Natsu gets to eat him." Ben explained.

"You can feel the love in this room." Devlin said dryly. However the room shook violently. "I knew that Techadon factory would be trouble."

"Uh oh." Ben groaned.

"So, that just means more to fight." Natsu shrugged.

"Except for the fact the techadon robots made in one of those factories have a tendency to get stronger and learn from the previous sets defeat." Ben explained.

"If those things get out." Erza began. "Who knows what could happen."

"Then let's make sure they don't leave the base." Makarov said determined.

"I'm in." Ben said firmly.

"You still can't transform." Kagura reminded, sounding a great deal more worried than she should.

"This is a high tech Plumbers base, I'll improvise." Ben said firmly.

"Let's go." Devlin said. "I've got anger problems to deal with."

Before anyone could react, Devlin rushed out the door, intent on dealing with the machines.

"I still get to eat him right?" Natsu asked confused.

"Only if he tries something." Makarov reminded.

Devlin was staring down roughly 30 Techadon robots. "I hope you don't mind, but you all have to be blown up." He charged some energy and fired at them.

"Save some for us dead skin." Gajeel said, slashing a few.

"Tell you what rock star, you destroy more than me, I'll buy lunch." Devlin said with a smirk.

"You got a deal." Gajeel said, morphing his hands into blades. The two ran forward. Gajeel blocked

"We're in too." Gray gurgled, putting his hands together, as the others showed up.

"Gray no, you'll freeze yourself." Juvia shouted horrified.

"This time, that's the plan!" Gray explained. "Ice make: Emerald Excalibur!" Gray slapped his arms together, and they became a pair of stronger versions of his normal Excalibur Ice make. Gray charged, and slashed the Techadons. However this time their cracks healed up almost instantly.

"Ok, they do learn." Erza gasped amazed.

Wendy stood tall and started to take a deep breath. "SKY DRAGON'S ROAR!" Because of her new lung capacity, Wendy's attack had far more kick than before, knocking the girl turned tetramand onto her butt. With the same breathe, she destroyed three Techadons.

"Ow." Wendy winced.

Natsu jumped up and bit off several chunks of another Techadon's armor, starting at the shoulder area. "I could get used to this." One Techadon blasted the fish like mage.

"Ok that hurt." Natsu admitted. However it was here, Natsu dropped to his knees, gasping for air.

"You really must show some form of self-control." Juvia sighed, raising her hands for another water lock.

"Juvia, can you make it bigger?" Natsu gasped.

"What?" Juvia asked confused.

"Do it." Natsu ordered. Juvia mad a water lock big enough to hold Natsu and four Techadon robots. "This I can work with." He smirked, raising his hands. "Fire Dragon's Iron Fist."

The lower part of Natsu's body merged together into a fish tail like form, giving him the edge to destroy the robots.

"Awesome!" Natsu cheered.

Lucy's rock covered claws soon found themselves imbedded into several Techadon's chests repetitively.

"I just might get use to this." Lucy admitted. However at this one of the Techadons ran into her and Lucy fell over, causing yet another earthquake.

"Or maybe not." She sighed.

Rogue was staring down six Techadons with Porlyusica behind him. In her hand was the Sun Gun Ben tried to use.

"Are you sure about this?" She questioned.

"No, but I've got no other ideas." Rogue explained. Porlyusica fired the beam right behind the Shadow Dragon Slayer. The resulting light ray was amplified inside Rogue's prism body. A powerful UV ray shot out and destroyed the six bots.

"Ok, that worked better than expected." Rogue admitted.

"Speak for yourself." Sting demanded, as the robots swarmed him. However now they came to the idea that the best way was to dog pile Sting. However it was here, Sting screamed, and released a powerful sonic blast, destroying the Techadons in the area.

"Warn a fellow why don't you." Devlin chuckled.

However it was hear the floor broke apart, and revealed a titanic Techadon.

"Ben, where the hell are you!" Natsu demanded.

Before the machine could do anything, a series of blasts shot out at titan. "What would you do without me?" Ben asked sarcastically, holding a green rifle with silver barrel. He was also wearing a utility belt full of additional fire power.

Ben fired several more rounds at the Techadon. "Got to love magnetic disruptor charges."

"Keep hitting him!" Makarov ordered.

"Gladly." Natsu, Gray, and the others said in unison.

Makarov super-sized up to the robot's level, where the two locked at the arms. "He's getting hard to hold."

The other mages turned aliens climbed onto the robot in hopes of stopping it, all with the exception of Kagura.

"They're must be something we can do." She said. "If only you could access another form."

"Well Tech-Support would come in handy right now." Ben said, firing another round. "But the Omnitrix is without power."

"Without." Kagura then got an idea, she grabbed Ben by the Omnitrix. "Then let's give it a charge." She ran forward at high speeds, reaching the machine.

"Girl, what are you doing?" Devlin asked confused.

"This." Kagura put her antenna onto the Techadon, while the plugs on her fingers went onto the Omnitrix. Energy from the robot was then transferred to the alien device.

A green light appeared on the gauntlet, with the AI saying: **"Omnitrix rebooted, fixing genetic damages."** A wave of green energy shot out and covered everyone. In a flash of emerald light, everyone in the room reverted back to normal.

"Shame that couldn't fix my ugly mug." Devlin sighed, noticing his reflection in a nearby screen.

"No, I'm not a kitty anymore!" Millianna whined, tears coming out of her eyes.

Meanwhile the Exceeds were hot on the trail of the fish creature. However it was then, the energy wave from the Omnitrix had reached the fish man, covering him in green light. The creature was then flown several feet away, to the point where none of the cats could see him.

"What was that?" Happy asked confused.

"That's what I'd like to know." A familiar voice said. All but Carla turned around in fear, seeing Minerva. "Now where are those idiots?"

"Alright, now with the Omnitrix fixed, it's HERO TIME!" Ben slapped down the core, not caring which alien he had chosen. In a flash of light, ben was replaced with a massive red skinned humanoid with four arms in green and black wrestling gear with an Omnitrix belt. He was void of hair except for a goatee. A black Fairy Tail guild mark appeared on his upper left arm. "Fourarms, awesome."

"Speak for yourself." Wendy sighed, grateful Erza brought a spare change of clothes.

Fourarms pulled his fist back, and slammed it into the Techadon, cracking the armor.

"I missed this form, really I did." Ben admitted.

"Alright, I'm ready." Natsu began, however.

"You guys mind sitting this one out?" Fourarms asked. "I got some anger management issue to deal with."

The robot recovered and clasped Fourarms in its two mighty hands. However the machine shook violently after a brief energy flash. In place of the red alien was the alien Lucy had just turned into, except it looked male, and was clad in only black shorts with green armored rings around the belt and legs. The Omnitrix disk was on his right arm and a crudely chiseled Fairy Tail mark was on its back. "Alright, Rocks rocks!"

"Boo." Natsu said, pointing his thumb down.

"Killjoy." Rock smirked. The Techadon pointed its hands forward, aiming at Rocks. The resulting energy blast covered the Basalt, only to see Jetray flying out of the explosion.

"You guys find the factory, I'll hold him off." Jetray ordered.

"Come on, we ain't no help standing here." Devlin ordered.

"The man's speaking truth." Gajeel said. The team ran off, following Devlin, however the Techadon noticed and fired.

"Move!" Devlin got in the way of the attack and absorbed it.

"Mr. Levin!" Wendy shouted in fear.

"I told you short stuff, it's Devlin!" He returned the attack back at robot.

"You got my back?" Jetray asked.

"We've got each other's." Devlin smirked.

Ben slapped the Omnitrix again, only instead of one of his newer aliens, or one of the ones the others had turned into, Ben had become a large bipedal Dinosaur like alien with brown skin. He had an Omnitrix sash on his chest and was clad in a pair of armored shorts. A deep green Fairy Tail mark was on his shoulder. "HUMUNGOSAUR!"

"Best form yet." Natsu said impressed.

"Come on." Lucy dragged Natsu away.

"Master, are you sure it's wise to leave Ben and Devlin alone?" Erza asked confused.

"Not fully, but this is something Ben must sort out himself." Makarov explained. "He believed Ragnarok and Devlin Levin to be two separate beings, and doesn't know how to handle it."

"Then let's hurry this up." Kagura said determined.

"Oh yeah, this feels all right!" Humungosaur slugged the robot hard. "And that felt better."

"Ben, that thing isn't falling soon." Devlin realized.

"Then let's try a bigger move!" Humongosaur then tripled in size, gaining a spiked tail and saurian plates down the back and sides of his head.

Humungosaur began to slam his fists into the enlarged Techadon's body. "Man I haven't done the supersized Humungo routine in a while."

"Charming, now how about we destroy it?" Devlin asked dryly.

"Alright." Ben said, slapping the Omnitrix, becoming Tech-Support. "I was just enjoying the fact I have some of my heavy hitters back." The quitmentian looked directly at him. Tech-Support raised his hands and using his technopathy, disassembled the robot.

"Why won't you blow up!" Natsu demanded, after his Phoenix Blade failed to destroy the factory.

"This device is surprisingly resilient." Erza commented, now in her purgatory armor.

"I have a plan, stand back." Kagura slowly started to pull Archenemy from its sheathe. With a mighty swing of the sword, it left a massive dent in the factory, going down the sides.

"That counts as off, right?" Gray asked confused.

"Well you guys looked like you had fun." Tech-Support said, floating down.

"The big guy?" Natsu asked.

"Scrap metal." Ben smirked.

"Among other things." Devlin said dryly. "I just hope it's ok."

"What?" Lucy asked confused.

"Well if I'm going to earn your trust, I might as well show you." Devlin explained.

"No thank you." Sting said. "I've had enough science fiction crap for a while." Rogue nodded and the two decided to leave.

"Can you blame him?" Millianna sighed. "But I still wish I was a kitty."

"Ok, can we see this thing?" Natsu demanded rudely.

"Fair enough." Devlin said with a smirk, liking him.

"That was rather fun." Rogue admitted.

"Was not." Sting groaned. "Tennyson can kept that junk to himself for all I care."

"There you are!" Minerva shouted, evidently infuriated, carrying the exceeds. "It's almost midnight, and we are not losing this tournament because of you!"

"Lady Minerva, please." Rogue began.

"I don't want to hear you're excuses, you should find it fortunate no one has seen my father either." She interrupted enraged. With a wave of her hands, the Sabertooth mages were gone.

"Well that was pleasant." Carla said sarcastically.

The two Exceeds walked through the entrance of the cave to see the team and Devlin standing in front of a large circle with massive cables connected to it.

"Whoa, what is it?" Happy asked confused.

"Oh hey guys." Ben said looking over his shoulder.

"What happened here?" Carla asked confused.

"Well long story short, we found out Kevin's dad was alive, and he's been working on a Null Void Projector." Ben explained offhandedly.

"Null Void, as in that interdimensional prison you use?" Carla asked confused.

"Yep, and using it, we can go back and forth between Bellwood and Fiore." Ben explained.

"Go back and forth, you mean?" Happy asked with happy eyes.

"Of course, I didn't accept this stamp on my arm just to wash it off a few weeks later." Ben said with a smile. "I'd miss you guys too much."

"Even Gajeel?" Happy asked.

"I wouldn't go that far." Ben joked.

"Hey." Gajeel shot back.

"Grand plan and all, except for the fact we don't have a proper power source for it." Devlin explained. "The base is on strict reserve power only."

"So where were you two anyway?" Pantherlily asked confused.

"We were with Frosch and Lector chasing down a fish with legs." Happy said with a smile. "It was about as big as me with legs too."

"Dude, and I thought Natsu had it bad." Ben laughed. "Someone got turned into Walkatrout!"

"Walk a." Carla began. "Someone else was turned into one of your forms?"

"But who?" Lucy asked confused.

Carla and Happy then looked at each other shocked. "You don't think!"

"What?" Gray asked.

Back at Crocus garden's Master Jienma was finally returning to the hotel.

"Father." Minerva began, with Sting and Rogue not far off. "These two were found consorting with Fairy Tail, and under the impression it was ok to miss curfew." She was clearly going to enjoy seeing them punished.

However, Jienma did the strangest thing he ever did: He walked over to Sting and Rouge, patted them on the head, and said: "Don't let it happen again."

"What?" Minerva asked down right suprised.

As he walked by, Frosch and Lector noticed the similarities between the fish they chased alongside Happy and Carla, and the guild master.

"Frosch, let's take it to our graves." Lector said frightened of what Jienma would do if he realized they chased him while he was a fish.

"Fro thinks so too." The cat said.

Back at the Plumber's base, the team was leaving the entrance with one goal in mind: Sleep.

"I'm just grateful this ID mask works." Devlin said adjusting an opera mask like gadget with circuits on the inside. When he placed it on his face, a hologram covered his body, making him look human again.

"So, I will meet you there." Kagura said, blushing heavily.

"Sure." Ben said, flustered. Millianna smirked as she grabbed her friends hand and ran off to their hotels.

"You got a date with Kagura?" Happy taunted.

"You better hope she wasn't within earshot." Ben countered. "And it's not a date, she just invited me to the water park in town the day after the fourth round."

"You mean the fifth round?" Gray asked confused.

"No, I asked that too." Ben explained. "The judges give us a day off between the fourth and fifth days."

"You are so lucky." Gray smirked, with Juvia fuming.

"In more ways than one." Ben explained, activating the Omnitrix. "Alongside the aliens you guys turned into and Humungosaur, I've got two more old aliens of mine."

"Which ones?" Natsu asked happily.

"Let's just say one of them I will use to humiliate Minerva at the earliest convenience." Ben smirked.

"Not one part of that sentence I didn't like." Erza admitted with a wicked smirk.

"So, what can a fellow get easily drunk off around these parts?" Devlin asked.

Makarov gave a hearty laugh. "Devlin Levin, this is the start of a beautiful friendship."

**-Omnitrix Database-**

**Species Name: Piscciss Volann**

**Hero Name: RipJaws**

**Homeworld: Piscciss**

**Abilities: Underwater respiration, razor sharp claws and teeth, enhanced speed and mobility in water.**

**Bio: An aquatic species of the planet Piscciss, the Volann are not picky eaters. However there key weakness is their need for water, which lessens as a Volann gets older.**

**Species Name: Tetramand**

**Hero Name: Fourarms**

**Homeworld: Khoros**

**Abilities: Enhanced durability, mobility, Super Strength, Shock Wave generation, heat resistance.**

**Bio: Native to the desert world of Khoros, Tetramands are gladiators by nature. However they are also know for creating high quality car parts. Specifically, indestructible engine blocks.**

**Species name: Conductoid**

**Hero Name: Feedback**

**Homeworld: Teslavorr**

**Abilities: Electrokinesis, Energy absorption and redirection, enhanced speed, Radiolocation**

**Bio: Creatures with the ability to absorb any form of energy, Conductoids are not known for social activities because males are negatively charged and females are positively charged.**

**Species name: Crystalsapien**

**Hero name: Chromastone**

**Homeworld: Petropia**

**Abilities: UV ray attacks, natural electrical conductor bodies, flight, enhanced durability, natural prism body.**

**Bio: The very limit of a Crystalsapien's powers is presently unknown, to the point where one was able to resurrect Petropia and its people. Only one exists today outside the Omnitrix Sugalite, guardian of Petropia**

**Species name: Vaxasaurian**

**Hero Name: Humungosaur**

**Homeworld: Terradino**

**Abilities: Enhanced strength and durability, Size manipulation**

**Bio: Normally farmers of the lush planet Terradino, Vaxasaurians are constantly fighting with one another. Being that they haven't evolved into a more peaceful species, they can get violent quickly.**

**Species name: Basalt**

**Hero Name: Rocks**

**Homeworld: Andesite**

**Abilities: Earthquake generation, enhanced strength, Environmental adaptation**

**Bio: Basalt try their best not to get into too many arguments, as their earthquake powers could set off local volcanos. They also try to avoid water as much because a) they can't swim and b) water corrodes their bodies' overtime.**

**Species name: Citrakayah**

**Hero name: Fasttrack**

**Homeworld: Chalybeas**

**Abilities: Enhanced speed, agility, and strength**

**Bio: Citrakayahs love to race to the point where their home world is covered in race tracks.**

**Species Name: Ickthyperambuloid**

**Hero Name: Walkatrout**

**Homeworld: Gilli-Perambulous Promenade**

**Abilities: Underwater respiration, natural slippery skin oil secretion**

**Bio: A strange species usually seen as food.**

**Species name: Vladat**

**Hero name: Whampire**

**Homeworld: N/A**

**Abilities: Flight, super strength, enhanced durability, sonic blast generation, corruptura creation, hypnosis/ mind control immunity, hypnosis.**

**Bio: Long extinct rules of the Anur system, the Vladats reigned supreme over the Anur Transylians (Better known as Frankenstrike). Only one member: Lord Transyl, exists today after he was resurrected by the Alpha Rune. Now in containment.**

**Few, this is the longest chapter I ever wrote in my career as a fanfiction writer. Yes, Ben has a lot of aliens back and Ragnarok is actually Devlin Levin. Now before I go, I'm going to answer a few questions I'll know I'll get in the review.**

**What happened with the Omnitrix?: This will be explained in the next story arc and in the same breath, you'll learn how Ben's ben reobtaining his old forms. I assure you all, please be patient**

**Why include Sting and Rogue in this?: I have a plan for them next arc too.**

**Where did Rocks come from?: This alien is actually canon. He debuted in an Asian exclusive play called power of the Omnitrix alongside an alien called Squidstrictor. Ben does have access to these, we just never saw them on screen as confirmed by Derrick J. Wyatt. If anyone was wonder Ben also has a telepath form named Ventrillo-Squid, and Decagon Vreedle (Just don't tell him.)**

**What are the other two aliens?: It's a surprise, just know they are from the original series.**

**Why did you make Ragnarok and Devlin Levin the same person?: I answered this in the first chapter, I loved the Rooters arc and wanted to know more about what happened during Alien Force. It kind of left us hanging.**

**So there's this chapter, leave a review, and I'll see you next time.**


	11. Chapter 11

**Ben 10 Guild Mage**

**Chapter 11: The Price of Time**

"To which point I bring up, I didn't punch Emperor Milleous in the face, I punched him in the stomach, and then I head butted him in the face." Devlin explained with a laugh, getting the same reaction out of everybody.

"Dude, how are you still alive after that?" Cana asked half drunk.

"Let's just leave it as the judge didn't like Milleous either." Devlin smirked with a laugh. It had been a few hours since the incident at the Plumber's base, and everyone had quickly bonded with Devlin. Ben was surprised to say the least, but hey, it was Fairy Tail.

"So Ben, you ever had a run in with the old Incursion?" Devlin asked sipping his mug.

"Yeah, and his daughter Attea." Ben explained, the smiled remembering something. "I once asked her if someone kissed her, would Attea turn into a princess?"

"You didn't." Lucy said surprised.

"We needed a distraction." Ben explained with a smirk.

"Dude." Gray laughed.

Miles away in the castle, Yukino was looking outside the window. However she was not dressed as a civilian, rather as a member of the royal army. After her excommunication from Sabertooth, Arcadios himself came up and offered her a job. Being that she was with little options for money, Yukino took the job right away.

"Miss Lucy, your words meant something." She sighed, looking at her celestial keys.

"Sargent." Arcadios commanded. She stood at attention at her new boss. "Have you anything to report?"

"No sir, we still have no leads on why the gate has been increasing in power faster than it should." Yukino explained.

"We can't have any delays with project eclipse, we just can't." Arcadios insisted infuriated.

"I am aware of the situation sir." Yukino began, only for her to panic. "Who's that?" Arcadios looked behind him, and was shocked to see a hooded figure land on the same platform, and then run in.

"Hey, hold it!" Arcadios demanded. However it was too late, the person ran in fast and dodged several people on the way in.

"Don't just stand there, get him!" Arcadios ordered the guards. The intruder suddenly tripped up at that statement, as if he was offended.

The guards charged forward, spears at the ready. However it was here, the figure reached into the cloaks left sleeve, and fiddled with something in it. A flash of green light covered the intruder, and the figure turned around. With a raised arm, the being released a fire/ice combo blast. The shocked guards barely got out of the way in time.

"That attack," Arcadios began smugly, recognizing it from the preliminaries. "So it's you Tennyson, huh?"

The figure reached into its cloak again and activated something, and a powerful gust of wind shot out of the hoods opening. The resulting attack blew the guards right at Arcadios. Yukino grabbed her keys and knew who to summon.

"Open Gate of the Golden Scales: Libra!" The belly dancer was summoned and altered gravity, slowly and carefully landing the displaced soldiers. The cloaked being then ran off, clearly with a mission.

"Damn you Tennyson!" Arcadios shouted infuriated.

"That's not Ben, it can't be." Yukino corrected as Libra disappeared. "Ben changes size and clothes whenever he accesses his take over forms."

"It has to be, no one else has those powers!" Arcadios charged with sword in hand, after the intruder. The intruder ran ahead of the commander although looked exhausted.

It was here, Lahar opened the door, and the intruder slammed into the commander. The result was the intruder lying on top of the guy.

"Ow." Lahar winced. In his right hand, he felt something odd. "What is this?" He squeezed it a bit. "Hmm, squishy."

"You pervert!" The intruder shouted infuriated. Lahar then was dealt a powerful slap across the face.

"What?" Lahar demanded, holding his sore cheek. The intruder then held her chest infuriated.

"Oh, I'm sorry ma'am." Lahar apologized, completely surprised.

The intruder noticed Arcadios coming in and quickly bolted.

"Lahar, why didn't you stop him?" Arcados demanded.

"Him?" Lahar questioned the knight like he had grown a second head.

"Yes, Ben Tennyson just attacked several guards and broke in." Arcadios explained as Yukino walked in.

"That was not Ben Tennyson, I don't know who she was." Lahar explained, clearly uncomfortable.

"She?" Arcadios questioned confused, while Yukino looked concerned.

The mystery intruder had finally made her way into her destination, several feet above a believed to be emptied chamber. The figure raised her left hand again, revealing the Omnitrix like device, just enough to access the faceplate. She turned the core and mumbled something.

"Ok, maybe that isn't Tennyson." Arcadios said with a sigh.

**"Hamena-Hamena-HAMENA!"** The intruder raised her arms as she chanted. As she did, a powerful green energy formed up in her hands. She slammed it down, and created a powerful shockwave, destroying the floor below. The intruder was several feet in the air, as the ground collapsed.

"You!" Arcadios began.

Only for Lahar to stop him. "Look!"

When the smoke cleared, it was shown a mysterious device with a large lacrima crystal in it. The device itself was black and had several cables connecting to it. The figure raised her hands again, and chanted once again. Only at the end, she added. **"Fission Cannon!"** The figure threw her arms forward, releasing a powerful energy beam, which destroyed the device. The figure then floated towards the now shaken Arcadios.

"Call off Project Eclipse, or you'll regret it." She threatened. Her voice was deep and altered, clearly warped to disguise it. The intruder then flew out, her mission complete.

"Project Eclipse, what was she talking about?" Lahar asked confused.

"That's classified, and I want her found now!" Arcadios demanded. The guards behind him saluted then ran off.

"Arcadios!" To Lahar's surprise, it was the Minister of Defense, Darton. He was a somewhat short man with brown and blue clothes on and a yellow and brown cap. "What happened here?"

"Minister." Lahar began.

Before Lahar could get anywhere, the guards ran off, intent on dealing with the intruder. Arcadios included. Darton sighed, and then turned to the Commander of the Rune Knights. "Come with me, I will explain."

Lahar was walked down a long hallway, where the minister was taking him, he wasn't aware. "Lahar, I've read your files, so you do know of Acnologia." He then paused for a moment then turned. "And I don't approve of your sting operation on Tenrou Island."

"I apologize for that sir, but what does this have to do with anything?" Lahar asked confused.

"This is why." Darton explained, stopping at their destination. To Lahar's surprise, it was a mural, depicting Acnologia, destroying the land. "This mural stands as a reminder of the Dragon King festival, where Acnologia first attacked four centuries ago." He then turned to walk, indicating for Lahar to follow. "Recently, Arcadios has been obsessing over something involving that day, and has decided to activate something of inconceivable power." Lahar was lead to another chamber, where to his surprise, lead to a massive gate like device. It had a black steel finish, with green, gold, and blue on the inner door, giving it the appearance of an eclipse in progress.

"What is it, and, and." Lahar began uncertain how to explain what's going on.

"Why do you feel like your very magic is being drained?" Darton asked rhetorically. Lahar nodded. Darton sighed, and then continued. "This is the Eclipse Gate, a device created through elements of both the book of Zeref and the celestial spirit world, which grants the user to travel through time."

"Time travel?" Lahar asked astounded.

Darton nodded, albeit grudgingly. "Arcadios wishes to uses this infernal device to travel to the Dragon King Festival."

"To what purpose?" Lahar questioned.

"To kill Zeref." Darton explained, then he turned to the commander. "Not long after this tragedy befell our kingdom, Zerfef obtained immortality."

"So that's his plan." Lahar said understanding. "Arcadios wants to kill Zeref before he ever became too powerful."

"Correct, a plan I am fully against." Darton explained with another nod. Lahar then looked oddly at the minister. "The device not only must absorb enough magic, but also it must have the twelve gold celestial spirit keys in order to work, and a celestial wizard, which he plans on using during the next eclipse."

"Isn't that the morning after the games?" Lahar questioned.

Darton sighed and asked. "You want to go through with this don't you?"

"Of course, think of what would happen if Zeref didn't obtain immortality."

"I don't want to." The minister explained, rage in his voice. "Do you know how many wizards of today are so powerful?" He gave a stern look at Lahar. "Because they lost their loved ones to the monsters created through Zeref's actions." He turned back to the gate, and sighed. "Not only that, but what effects will it have on our timeline, would it be for better, or worse?" Darton then lowered his head and closed his eyes. "A gamble I don't want to take."

"There's something else, isn't there?" Lahar asked, noticing the uncomfortable look on Darton's face.

"Yes, this happened only recently." Darton explained, with a reluctant sigh. "I was trying to talk Arcadios out of this stupid plan of his not long after the second day, when I touched it, and felt something otherworldly and horrid." The minister placed his hand on the gate's cool frame. "And it felt as if there was something alive inside the bowels of this infernal device."

"Minister, are you?" Lahar began concerned.

"And I doubt I'm the only one who believes this." Darton began. "Not long into this year's games, a great deal more energy has been pouring into the Eclipse Gate's power from all over Crocus." He walked over to Lahar. "That device you saw the intruder destroy was a generator someone planted to empower the device at a faster pace."

"Do you know who?" Lahar asked confused.

"We managed to get him on Lacrima vision once or twice." Darton explained, taking a projection Lacrima from his pocket and showed a black and purple blur in several shot around Crocus, including pulling Gray out of Rufus's attack.

"That must be Eon." Lahar gasped.

"Eon?" Darton questioned.

"I heard the name today as Laxus was rushed to the infirmary after the events with Raven Tail." Lahar said with a snarl. "Of course Ben Tennyson knew, I'll gladly interrogate the freak of-."

"You will do no such thing!" Darton ordered infuriated, catching Lahar by surprise. "Fairy Tail was right to withhold such information." He grasped the bridge of his nose with his two fingers. "This mastermind built a contraption inside the palace, and none of us were the wiser, if word gets out we're on to him, he may accelerate whatever plans he has set in motion, and plans I don't want to know about."

"But Minister." Lahar began.

"No, I also don't want you revealing this to Doma either." Darton explained still infuriated. He then paused a moment, and sighed.

"Minister, he's the head of the Magic Council, surely he should know of this." Lahar began.

"We have reason to believe he's also the guild master of Guiding Light." Darton explained. Lahar was left speechless at that statement. Darton turned to Lahar once again, then explained. "The way Guiding Light operated, suggested they knew where to strike, with information only someone working with the magic council would know."

"But why, I don't understand." Lahar began.

"We don't know fully on his motives, but we believe it involves Fairy Tail, specifically Makarov." Darton explained, as he started walking again. "What few people knew was Doma had a brother, a member of a dark guild called Shadow Impact, which operated several decades ago." Darton explained, "Makarov was a part of the team that stopped him, and ever since, Doma was never the same."

"That doesn't mean anything." Lahar offered weakly.

"Lahar, have you noticed anything odd about Doma these past few years?" Darton asked concerned.

Lahar was initially about to say no. But then, he paused to think about what the minister had said. Doma had ordered several members of the Rune Knights away, as if he was trying to cover something up, more than once. The incident with Twilight Ogre was only the latest. Then there were the mysterious layoffs, saying it was budget cuts. But then he remembered the case with Fairy Tail seven years ago, and he heard Doma mention something on the lines of vengeance.

"What if we're wrong, and he's just a middle man?" Lahar asked quietly.

"Then we still take him down." Darton answered.

Lahar reluctantly nodded, and then asked. "What about the intruder?"

"Leave Arcadios to her, I think she knows more than we." The minister said, in hopes this altercation would change his mind.

The figure then landed safely in an alleyway, far from where the guards were searching for her.

"Idiots." The intruder groaned.

"Hold it." A voice ordered. She turned around to see Jellal, removing the hood from his Mystogen disguise. "I show you my face, you show me yours."

The intruder nodded, and removed her mask. "You asked."

"You, but I thought." Jellal gasped horrified. He had detected a fragment of Zeref's power and went to investigate, but this was a surprise.

"Well this is getting good." Meredy commented, sitting on the roof. "Who is that, can you tell?"

"No I can't." Ultear admitted. "But I doubt she works with Eon." Ultear grit her teeth at that, remembering how Makarov got in contact with Jellal and explained the condition with Eon.

"YOU!" A familiar voice demanded. To the girls' surprise, it was Ben as Slam-Tail, running down the street infuriated, although it sounded like he had a more sophisticated accent. "Do you have any idea the calculations I had to go through to build that magic absorption device!" Slam Tail then slammed his tail into the intruder and pinned her to the ground.

"Get off her!" Meredy threw a series of energy blasts disorienting the alien lemur. His tail then released his captive.

Jellal got a good look at the alien down the street, as the intruder ran off. He narrowed his eyes, noticing some inconsistencies. "Who are you?"

"What are you talking about, that's Ben." Ultear asked as she landed on the street level.

"No, this can't be." Jellal explained as the Slam Tail look alike stopped dead in his tracks, the girls then noticed the differences. This Slam Tail had a faded grey coloring instead of white, with a red leotard, eyes, and Omnitrix disc. And the biggest clue, no visible Fairy Tail mark.

"Very astute, your intelligence clearly surpasses your appearance." The Slam Tail look alike cackled, clapping his hands. "I am Albedo of the Galvan."

"Albedo?" Jellal asked confused, then his eyes widened in fear. "You're Azmuth's former apprentice." While spying on Ben, they learned of the opponent in front of them from a few of the stories he told Fairy Tail. Albedo had helped built the original Omnitrix, but was infuriated with the fact a lowly human had it, instead of him. So Albedo built his own Omnitrix, but something strange had happened to him. However what that was, he couldn't remember.

"Aw, so Benjamin did mention me, I'm touched." Albedo laughed, then he sneered. "Now move, I have business with the other one."

"Make us." Meredy ordered, getting into a fighting stance. "We've got you outnumbered, and we know what Ben can do."

However, her blood ran cold as Albedo laughed.

"What's so funny?" Ultear demanded confused.

"You see the flaw with your logic, is you don't know the key difference between our two transforming devices." Albedo sneered, as Crime Sorcière looked at him confused and scared. "To simplify things for your primitive minds, Tennyson can only go alien, I get to go ULTIMATE!" As he said that, Albedo began to take some horrific changes. The Omnitrix disk sprouted four tendril like cables that embedded themselves into Albedo's body in an X-shaped pattern. The alien lemur then grew, both in height and muscles. His fur was given a metallic sheen, and a second tail sprouted right next to his first, and a four pronged claw appeared at the end of both of them. The leotard was replaced with black pants, and a black leather jacket with spikes on the shoulders and elbows. His hands lengthened and grew claws. His eyes actually became larger, almost like an aye-aye lemur. Several spike like hairs then grew out the back of his head. Albedo then let out a fear inspiring roar.

"What the hell?" Ultear demanded horrified.

"Meet **ULTIMATE SLAM TAIL**!" Albedo declared.

"That suppose to scare us?" Jellal demanded.

"It should." Albedo said, narrowing his eyes.

"Well then, **METEOR**!" Jellal charged forward, covered in yellow energy, and slammed his left fist into Albedo's chest. Only to recoil a bit, feeling a good deal of pain.

"Ok, ow." Jellal winced. Ultimate Slam Tail then used one of his clawed tails to grab Jellal and throw him several feet away.

"Alright big guy, let's see you handle me." Meredy said, creating a pair of energy swords. Albedo swung his tails, claws first, and used them to parry with the girl.

"Are you alright?" Ultear asked concerned.

"Not really." Jellal winced, rubbing his sore knuckles. "It was like I punched a steel wall."

"Maybe we should get in contact with Ben?" Ultear asked concerned.

"No, it's past midnight, we can't have him disqualified." Jellal explained, grasping his hand. "If we do, it would only draw attention to him from the Rune Knights."

"Agreed." Ultear reluctantly admitted. She observed the fight with Meredy, and noticed something odd. "Does he appear sluggish to you?"

Jellal looked on, and noticed the same thing. It appeared to him, that the metal like fur had made Slam Tail heavier, thus taking away some speed. Jellal stood up with a bit of pain in his arm. This wasn't much of a weakness to work with, but it was going to help either way.

"It's like he's made of metal now." Meredy groaned, as Albedo destroyed her blade with his claw.

Jellal however got another idea. He raised his right hand as it was covered in golden flames. **"Flames of Rebuke!"** The fires shot out at Albedo, narrowly missing Meredy.

"Oy, watch it!" She ordered.

"AIYEE!" Albedo's silver fur turned bright orange.

"Huh, I guess he was." Meredy commented.

However Albedo only growled. He switched from Ultimate Slam Tail straight into Wing-Storm. The bird like alien took to the skies, as he did, the Ultimate form was soon revealed. The claws on the tips of his wings relocated, and his body began to shift, giving him the appearance of a griffin the size of a large horse. His tail became that of a lion's with a paper fan like end made of feathers. His feather colors also became reminiscent of a peregrine falcon.** "ULTIMATE WING-STORM!"**

"Aw come on man." Meredy shouted infuriated.

"Or, you humans can just die!" Ultimate Wing Storm screeched as a far more powerful tornado erupted from his mouth.

"Scatter!" Jellal ordered. The trio then ran off, narrowly avoiding the attack.

"Aw, don't want to play?" Albedo cackled with a caw. Jellal grit his teeth, his arm still in pain. If only he could get in contact with Ben.

"I see you!" Albedo cackled, dive-bombing the trio from high above.

"Then see this!" Ultear ordered, as she held an orb in her hand. **"LUMINOUS MINUTES!"** She tossed it far and as it reached Ultimate Wing-Storm, it covered him in a barrage of light beams.

"MY EYES!" Albedo shrieked in pain, catching the trio's attention. One of the energy beams then hit the base of his wings, hard. Wing-Storm was caught off guard, and stalled, causing him to go straight into the ground. The resulting impact created a massive crater in front of Crime Sorcière.

"Uh, he's light sensitive now, go figure." Ultear shrugged.

"Had enough loser?" Meredy taunted as they walked over to the crater.

"No my dear." Albedo said in a deep menacing voice. The trio looked in fear as the newest form appeared.

It was Humungosaur, except his skin was now a dark cream color. He wore bluish silver armor around the arms, chest, knees, knuckles, upper face, and head, giving him a similar look to an ankylosaur. Bone colored spikes went down the back armor and on the helmet. A spiked flail now attached to his tail. "I'd kindly like to introduce you to my personal favorite form, **ULTIMATE HUMUNGOSAUR!"** As he declared his name, Albedo's fists then altered, becoming four barreled cannons.

"Oh you've got to be kidding me!" Meredy groaned with tears in her eyes.

"Nope." Albedo smirked as a barrage of bone fragment missiles.

"No fair, he shoots missiles!" Ultear shouted infuriated as the trio dodged the attack.

"Life isn't fair, I speak from experience!" Albedo shot back.

Jellal stopped as the girls turned a corner.

"Jellal." Ultear began.

"Go, find Ben and get help." Jellal ordered. "I'll buy you as much time as I can."

"But." Ultear began.

"GO!" He ordered. The girls reluctantly nodded, as Albedo closed in. The hyper evolved alien shot a barrage of missiles again.

"Hope this works." He said, borrowing another play from his counterpart's book. **"Three Layer Magic Circle: Mirror Water!"** A trio of rune circles appeared in front of Jellal, and took the hit for him. It was then, Albedo's attack was then redirected at him.

"Going to admit, I didn't think that would work on a non-magical attack." Jellal shrugged. Albedo then jumped up and swung his tail, slamming it into Jellal. This caused the leader of Crime Sorcière to roll back several feet.

"I find your intellectual nature, rather ridiculous." Albedo sneered, walking over. "You sent your allies off, despite knowing I possess superior powers and intellect?"

"And yet that's all eclipsed by your superior sized ego." Jellal groaned, standing up weakly.

Albedo looked at him confused, and then noticed the mystic staves placed around him. He looked down to see a rune circle at his feet, and several more above him.

**"FIVE LAYER MAGIC CIRCLE: MAGIC SONG!"** A massive energy blast then covered Ultimate Humungosaur.

"That should do it." Jellal sighed with relief. Only to his surprise, when the smoke settled, Albedo was gone.

"That was too easy." Jellal admitted. However it was then the ground beneath him ripped open, sending Jellal flying. He groaned in agony, and then gasped at the alien standing above him.

It was a massive black badger the size of an average bear with grey stripes running along the back of his head, clad in a black construction uniform. Its claws essentially looked like pickaxes, and had what looked like drill tipped fangs coming out of the front of his jaw. He wore a heavily dented construction helmet and the evolved Omnitrix disk on his chest. The monster menacingly walked over on all fours.

"Oh don't tell me, Ultimate Underbite?" Jellal groaned sarcastically.

"Yup." Albedo hissed. He swung his arms and sent a seismic shockwave directly at Jellal. His injuries were too much, and failed to get out of the way. He was then sent down the street, laid down in pain.

"This is going to be too good." Albedo smirked, raising his claws over Jellal's fallen form. Jellal braced for impact when a beeping was heard.

"What is it?" Albedo put his claw up to his ear. "I'm busy."

Jellal slowly tried to stand up as Albedo continued to talk to his unknown accomplice. "Fine I'll be there shortly." He then turned to Jellal. "You got lucky today." He then turned into Spectrum, the only key difference between Ben and Albedo's was the white energy was replaced by black, and then phased into the ground, disappearing from light.

"He never touched the Omnitrix, how did he keep doing those instant transformations?" Jellal pondered.

"Mystogen." He turned to see Makarov, Elfman, and Devlin running up to him.

"So how's the other guy look?" Devlin asked propping the guy onto his shoulders.

"Better than you might think." Jellal admitted with a sigh. "Those Ultimate forms overwhelmed me."

"Ben mentioned them." Makarov explained. "Apparently, they do lose a power from time to time."

"That would have been helpful to know." Jellal sighed, falling unconscious.

Meanwhile, in a forest far away from Crocus, Albedo had just returned to a large ship, concealed by a camouflaging shield. Here he was met by the disappointed look on Eon's face.

"She got away?" Eon asked with a raised eyebrow.

"Yup." Albedo explained, shifting to Tech-Support, with red replacing green. "But we are ahead of schedule."

"We had better be, I will not rest until Ben Tennyson, as his annoying assortment of allies lay dead at my feet." Another voice, one coming alongside Malware boomed menacingly.

Roughly at the same time, Meredy and Ultear were looking over Jellal's unconscious form.

"Can't sleep either?" Ben asked, coming over with some drinks.

"How can you tell?" Meredy chuckled lightly, accepting the drink.

"I don't blame you." Ben began. "First Malware, then Eon, and now Albedo, who's next from my dimension, Vilgax?"

"Don't jinx us." Ultear said with a light chuckle, taking a drink.

"With my luck, I just may have." Ben admitted.

"I blame myself for this, if I never manipulated Jellal from the beginning, then this wouldn't have happened." Ultear admitted.

"Well I don't, and everyone else doesn't either." Ben explained, getting a small smile out of the girl.

Meanwhile, in Crocus gardens, Minerva was perfecting a certain spell, and with it, Ben Tennyson would meet his end.

"If Ben Tennyson won't join Sabertooth, I'll just have to relieve him of his watch." Minerva sneered wickedly.

**Omnitrix Database:**

**Ultimate forms: An ability exclusive to the Ultimate Omni Matrix (AKA The Ultimatrix), through the evolution function. This allows whatever lifeform the user presently is to hyper evolve to combat perfection by forcing it to go through a worst case scenario feature. However, a drawback is some forms do lose certain abilities upon going ultimate. (I.e. a Methanosian, aka Swampfire, loses it astounding regenerative abilities upon evolving.) Also, Earth native user, Ben Tennyson does admit, he feels uncomfortable using the Ultimate forms. Why is presently unknown.**

**Ultimate Slam Tail**

**Gained Abilities: Second tail, claws, metal like fur, enhanced strength.**

**Drawbacks: Fur can be affected by magnetic properties, and other metal problems such as extreme temperature changes. Fur also decreases mobility and agility**

**Ultimate Wing-Storm**

**Gained Abilities: Heightened senses, cyclone breath, and enhanced natural abilities**

**Drawbacks: Eyes are more light sensitive, and ears are more sensitive to high pitched frequencies such as dog whistles.**

**Ultimate Humungosaur**

**Gain Abilities: Unstable bone fragment missile launcher hands, spiked tail mace, enhanced strength, and natural armor**

**Drawbacks: Loses ability to alter his size. Vulnerability to electricity increased**

**Ultimate Underbite**

**Gained abilities: Larger body, stronger claws, enhanced strength and durability.**

**Drawbacks: weakness to brimstone increased, digging speeds decreased.**

**And here is chapter 11. I know you were thinking this would have been day 4 of the games, but I just felt it was going a little too fast and I wanted to slow it down a bit. Yes, Albedo is here too, and why you might ask. Well remember back in chapter 1 when I said Ben will get his Ultimate Forms back, yeah Albedo's a part of that process. How is a surprise.**

**Also, I forgot to mention this last chapter, but as a friendly heads up to those of you who aren't caught up in the manga, it would appear Fairy Tail has entered its final story arc. Why I believe this is chapter 452 is titled: Prelude to the Final Battle. Am I upset, yes. But it's more on the lines of disappointed. Simply because I like how things have progressed, and I'm impressed on how long this story has grown over the years. And hey, Hiro Mashima intended on ending Fairy Tail with the Phantom Lord arc, so I'm really ok with this. Plus to Kyouta Shibano, thanks for writing Fairy Tail: Tales of Sabertooth, it's a good series.**

**So next time out it's finally day four of the X784 Grand Magic Games. Also, I realized that if I combined the two teams' points together, that would be well over 100, and take the challenge away from it. So instead I'm just going to give Team Fairy Tail A and B's points from the naval battle, over to combo team Fairy Tail. Until then, leave a review, and all flames will be sent to my new secretary, Umaru Doma. Yes, that Umaru.**


	12. Chapter 12

**Ben 10 Guild Mage**

**Chapter 12: Strength**

**AN: To everyone who asked, I managed to ask someone who has agreed to draw up several pictures of my OC aliens. The Deviant artist/ fanfiction writer robotman25 has agreed to draw them up. He's also done pictures of Beelzebash from Ultimate10's story Ultimate Fairy, and Eltanizer from Zero10's story, Ben 10: A Fairy Tale. Expected them to be linked to my account in sometime later this month or next. Hey, he's got a project going on.**

**Also to the multitude of people who have reviewed since chapter 10 about what two aliens Ben has back/ who the mystery girl is: You are all way off. First I said aliens from the original series, not the likes of Toe Pick, or Alien X. I mean the likes of Diamondhead, Wildvine, or Ditto. I appreciate the feedback though.**

**Second: No one guessed who the mystery person is. Granted, there were a lot of really cool ideas but all incorrect.**

**Third, to the guest reviewer Wayward Son: As I explained in the beginning, on Ben's side of things, this takes place during Weapon XI. Meaning Belicus and Serena of Alien X have been neutralized during the events of The Universe vs. Ben Tennyson. Therefore, Ben has total control over Alien X. If you didn't know, hey honest mistake.**

It was morning in Crocus, as everyone gathered in for the fourth day of the games. However, Princess Hisui had other plans.

"No, Ben Tennyson is not to be used in the third challenge, I wish to speak to him, with minimum injuries." The princess ordered. The guards nodded.

Lahar sat to the sides, deep in thought in regards to what Darton told him the night before, and not just about Doma. He wanted to know what to do with Fairy Tail. For years he had only saw them what the reports told him, unstable criminals who would do anything to get in the way of the council. But after talking with the minister, Lahar didn't know what to think. Lahar always did as the magic council told him, and that's what got him to the position he was today. But now, he wasn't certain he should be called Commander of the Ruin Knights.

Ben walked into the complex, today was the fourth day of the Grand Magic Games. However, he felt hollow. Malware was out of their grasps, again, and now he knew both Albedo and Eon were somewhere in Earthland too.

"Hey," Ben turned to Natsu, who broke him out of his stupor. "Don't worry about it, we'll kick all of their butts."

"What did you develop mind reading powers too?" Ben said with a small smirk.

"Impossible that flame brained idiot couldn't read his own mind." Gray shot back.

"What was that stripper?" Natsu demanded, building a flame.

Ben couldn't help but smile at their antics. "Thanks you guys, I needed that."

Lucy on the other hand was a great deal more nervous than the others. She would be representing Team A in the opening challenge today. Normally, this wouldn't be a bad thing, but considering Minerva would be a part of the challenge, yeah no.

"Ladies and Gentlemen, welcome to day four of the X791 Grand Magic Games." Chapatti said with his usual flare. "With me and Yajima is the Scheherazade theater director Rabian."

"Yes thank you." The man said timidly.

"Oh great, him." Natsu groaned.

"You know him?" Ben asked confused.

"Yes, that genius of the performing arts allowed us the honor of partaking in his masterpiece: Fredrick and Yanderica." Erza said with sparkles in her eyes.

"I take it, that's not at all how it played out." Ben asked Natsu and Gray.

"You have no idea how right you are." Gray said, slightly irritated.

Lucy nervously made her way to the arena, underneath her clothes was her bikini, as requested by Mato the night before. Along with Minerva and herself, were Ally, Rocker, Shelia, Risely, Juvia, Jenny, and Patti.

"Oh this isn't another modeling thing is it?" Lucy groaned.

"I hope not." Jenny groaned, still horrified over the fact she had to pose for the next issue of Sorcerer's' Weekly butt naked.

"Aw but sis, you love modeling." Patti sneered. Jenny shot Patti a horrid look.

"Now for today's first challenge, it's the Naval Battle!" A massive bubble of water appeared overhead as Chapatti explained. "Last one remaining wins."

"Oh joy." Lucy groaned, as everyone switched over to swimwear. "This explains it."

The 9 contestants went into the bubble and Lucy reluctantly pulled out a certain key. "Everyone, I apologize in advance, but **Open Gate of the Water Bearer Aquarius**!"

"You summoned me for this?" Aquarius demanded as she appeared in a flash of light.

"Uh, yeah." Lucy said confused and fearful.

"Good." Aquarius said maliciously with a smirk. "I have a lot of pent up rage to get rid of."

"That sentence alone horrifies me more than anything she's done in the past." Lucy thought horrified.

"Now get all of you!" Aquarius ordered raising her urn.

"Not if I can help it." Juvia declared, putting on a brave face. "You aren't the only one in your element." Juvia raised her hands and shouted. "**WATER CYCLONE!"** A massive whirlpool was created, converting the whole arena into a swirling vortex.

"Ok, that's actually impressive." Aquarius admitted reluctantly.

"This I can use." Patti admitted, using the momentum, she kicked Rocker right out of the arena. "Nice." She smirked. Only to narrowly dodge a harpoon shot from Ally.

"This is one of those weapons you think you'd never use, but you buy it any ways." She smirked holding a harpoon gun.

"**Sky God's Bellow!"** Sheila tried to use her attack, aimed right at Risely, but it didn't do anything underwater. "Uh oh." She groaned.

"Uh oh is right short stuff." Patti sneered, coming behind her.

Shelia could only turn in fear as Patti charged a prism energy blast up. Only then did Shelia get shot out of the whirlpool from one of Risely's attacks.

"Alright Aquarius, let's." Lucy began, however it was here, a ringing noise was heard.

"That's me." Aquarius said, pulling out a communications lacrima. She flicked it open, and began talking through it. "What do you want?" She said rudely to the other end.

"Are you serious!" Lucy demanded enraged.

"Do you mind, this is important." Aquarius shot back, her attention was shifted back to the lacrima. "Yeah, why should I?" She heard the other voice and she rubbed her temples. "Alright, I'll hear him out, thanks Lyra."

"Lyra, why?" Lucy groaned.

"Sorry Lucy, something's come up, I have to go." Aquarius apologized, for once Lucy accepted it. In a flash of light, Aquarius disappeared. As her celestial spirit disappeared, Lucy could only gulp as she saw Patti's wicked smirk.

"**Prism Fury: Luminous Spike**." A ball of energy built up in her hand, and Patti fired it right at Lucy. However to her luck/misfortune, Lucy was caught in a whirlpool current.

"This is going to be bad." Lucy groaned, reaching for a pair of keys. "**Open Gate of the Maiden, and Gate of the Golden Ram, Virgo and Aries**." In a duo of light, the French maid spirit, and a girl with long pink hair and ram horns appeared. Both clad in bikinis.

"I'm sorry ma'am, did you call me?" Aries asked timidly.

"A little help please!" Lucy demanded afraid.

"At once princess, then shall I be punished?" Virgo asked happily. However both spirits were caught in the whirlpool Juvia created, alongside the other competitors. "Finally I get punished." Virgo cheered happily.

"Not what I meant, now one of you help me!" Lucy ordered horrified. Using her wool bomb, Aries summoned a large fluffy pillow for the three to catch.

"Hang on princess." Using her surprising strength, Virgo was able to keep the three of them in the current. Others however weren't so lucky.

"Oh come on!" Patti groaned as she was thrown out of the arena. As she landed on the ground level, Risely, in her enlarged form, landed right on top of her.

"Karma just slapped you in the face." Risely chuckled.

"AYIEE!" To everyone's surprise, Juvia had accidentally shot herself out of the arena.

"Oh no Juvia." Lyon said worried. "I should make sure she's alright with CPR." He was about to leap out of the arena, when Jura slammed his fist into the top of his head.

"No." Jura said firmly.

"Wait a minute." Lucy said as Virgo and Aries disappeared. She noticed the scoreboard, and saw the lineup for this match.

**9th place Rocker**

**8th place Jenny Realight**

**7th place Ally**

**6th place Patti Realight**

**5th place Risely Law**

**4rd place Shelia Blandy**

**3rd place Juvia Lockser**

Only two names didn't appear on the board yet. Her own and.

"Oh dear God no." Lucy gasped horrified. She slowly turned around to see Minerva creeping up on her like a shark stalking its prey. With a wave of her hands, Minerva vanished Lucy's key satchel.

"Now I could just use my magic and push you out of the water, but let's face it." Minerva grabbed Lucy firmly by the throat. "Where's the fun in that!" She delivered a devastating blow to Lucy's stomach. With a mighty spin Minerva tossed Lucy to the side.

"Lucy!" Natsu shouted horrified.

"**Il Ragdoh**!" Minerva then fired a bombardment of energy blasts that nailed Lucy hard. All Lucy could do was scream in absolute agony. What no one was aware of was the intruder from the previous night had become one of the spectators of today's fight. No one noticed the girl holding her side like it was an old wound that would have never healed. Minerva then teleported and reappeared, delivering a powerful kick to the side of Lucy's head.

"She's going to kill the girl, stop the match!" Arcadios demanded. Both teams of Fairy Tail raced off to the arena, where everyone, including the crowd, gasped in horror. Lucy had been beaten, bloodied, bruised, and broken. While Minerva hung her out of the bubble by her neck.

"In an overwhelming display of strength, Minerva has claimed first place for this round." Chapatti declared astonished. "It doesn't appear Lucy is moving, can we get the paramedics out here pronto!"

"That bitch is mine!" Natsu roared, fires brimming of his body.

"Not if Rath beats you to it." Ben said, prepping the Omnitrix.

"Hold it." Sting rushed forward and got in the way. To everyone's surprise, Orga and Rufus joined. The medics were called in to send Lucy to the infirmary. "You want to get at the lady, you have to get through us." Sting said smugly.

"Enough all of you." Erza said getting between the two teams. "Attacking Sabertooth now will do nothing." She then turned to Sabertooth and said with a dark tone she usually saved when Gray and Natsu started their childish fighting. "Just know, you have made the ultimate mistake."

"And that would be what?" Sting sneered.

"Infuriating the most temperamental guild in Fiore." Erza explained infuriated.

"So what, you're all nothing more than an assortment of weaklings." Sting said with a wicked laugh, then turned to the newest addition to Fairy Tail. "Especially you Tennyson, take away that stupid watch, and what are you?"

"Sting you're treading on incredibly thin ice." Rogue mumbled to himself. While he didn't like Ben completely, something about the way he fought, granted Ben Rogue's respect. He wasn't sure what started it, the rescue during day one, or the incident at the Plumber's base. Either way, Ben Tennyson was a worthy person.

"Simple, I'd be the one thing I'd doubt a majority of Sabertooth would be." Ben shot back. "I'd be human."

"What did you just say!" Sting demanded, white energy rolling off him in waves.

"In fairness, he's not far off." Rogue thought, horrified to what Minerva would do if she found out he agreed with Ben.

"Go Ben." Makarov smirked.

"That's our boy." Devlin said holding up his hand for Makarov to hi five him. The aged guild master accepted it.

"That's it, he's a dead man." Sting roared. The mage charged as Orga and Rufus held him back. Sting struggled as the others held him back. However Ben's attention was elsewhere. He was more focused on the beaten body of Lucy.

"I got her keys." Happy said with the satchel in hand.

"She'll appreciate that Happy." Ben said with a sad smile.

The remaining members of the two Fairy Tail teams met up in the infirmary where Porylusica had patched up their resident Celestial Wizard.

"It's a miracle the girl's still alive." The pink haired mage admitted. Porlyusica then looked at Makarov and the others. "She'll be fine after a few hours of rest, and hopefully she'll be fine by tomorrow."

"That's all we can hope for." Makarov said solemnly.

"So, who wants first crack at Minerva?" Ben asked determined.

"Get in line Tennyson." Gajeel said, converting his hand into a blade.

What no one realized was tears slowly started to seep out of Lucy's eyes. However they weren't all from the pain. Rather it was joy, from being surrounded by so many people that cared for her. Just once, she would like to show everyone that she wasn't the girl everyone needed to look out for every time you turned around. In the adjacent hallway, the intruder stood against the wall, and tears slowly seeped out of her own eyes.

"Alright, are you going to say something or not?" Minerva asked annoyed at Rogue's silence.

"About what?" Rogue asked rudely.

"About how I showed that Fairy Tail fly what for." Minerva said smugly. "Those fools needed to realize that Fairy Tail's time in the sun has ended."

"By nearly killing the girl?" Rogue demanded.

"Of course, we needed to show our strength." Minerva shrugged. However Minerva smirked at who came to the arena now. It was the newly created Team Fairy Tail. Standing along Ben was Natsu, Erza, Gajeel, and Gray.

"This just got better." She smirked wickedly.

"Alright everybody, for day 4, its fan picked tag team matches." Mato said, showing the four matches for today:

Millianna and Kagura vs. Horace and Daryl

Ichiya and the Bunny suit guy vs Bacchus and Rocker

Lyon and Yuka vs Razor and Patti

And finally the most anticipated match: Natsu and Gajeel vs Sting and Rogue

"Ok, who's the nut in the suit, does anyone have an idea?" Ben asked confused. As far as he knew, the rabbit suit guy was mute, or not even Blue Pegasus knew the guy behind the mask.

"Alright, here goes everything." Kagura said nervously, prepping her sword.

"Why, nervous he will be watching you?" Arianna taunted with a smirk.

"What, why do you think Ben right away?" Kagura demanded flustered.

"Why did you?" Risely said with a smirk. Kagura's face turned red, and not just from anger.

Ben sat in the box along with the other members of the newly created Team Fairy Tail. He was nervous about the upcoming matches to come. Not only because of the stunt Minerva pulled, or the fact that Albedo and Eon were here too. But something in the pit of his stomach was telling him something was off.

"So Ben." Erza said after a while. "You wouldn't mind disclosing what for you plan to use on Minerva, would you?"

"Let's just leave it as, I'm going to be hitting smarter, not harder." Ben said with a smirk.

"What's that mean?" Natsu asked confused.

"It means he has a plan flame brain." Gray said rudely. However he then turned nervously to Ben. "But are you sure it will work?"

"If the Omnitrix lets me." Ben admitted sheepishly. However before anyone could respond, the Omnitrix began to spark.

"That doesn't look like it should happen." Gajeel said concerned.

"Time for some Tech-Support." Ben said, slapping the Omnitrix disk. In a wave of green sparks and lights, Ben had become the Quitmentian.

"Alright, now what's wrong with you?" Tech-Support asked confused. After a moment, he groaned. "Aw man."

"What, what's wrong?" Natsu asked confused.

"The Omnitrix didn't fully recover from that feedback thing." Tech-Support explained. "A lot of the parts took a hit." He then looked up at his teammates. "I'd guess it will last another three days before it wrecked for good."

"Can you fix it at the plumber's base?" Erza asked concerned.

"I doubt it, but it wouldn't hurt to look around." Tech-Support explained. No sooner than he did, green sparks covered the Omnitrix disk, turning Ben back to human.

"Oh man, that wasn't two minutes." Natsu shouted infuriated.

"This can only mean you should use the Omnitrix sparingly." Erza said, not liking the problem herself.

"I know." Gajeel said, then got a wicked grin. "What are you going to tell Kagura?"

"What, why her?" Ben said nervously and with a red face.

"Aw come on, we all know you and her have it going on." Gajeel taunted with a wicked smile.

"Ignore him, he's just jealous you and Kagura have better luck than he and Levy do." Gray said with a mischievous smirk on his face.

"What was that?" Gajeel demanded angry, converting his arm into a spike.

"Guys, the match is on." Ben said, changing the subject.

Kagura and Millianna took to the opposite side of Horace and Daryl. Both swordsman locked eyes, while Daryl was locked on Millianna's breasts.

"My eyes are up here." The cat themed mage said angered.

"Sorry, then don't where such a hot outfit." Daryl said with a perverted giggle. The bell went off and Millianna punched in Daryl in the face so hard he passed out.

"I warned him." Horace sighed. He reached into his sleeves and pulled out two tantō blades. "Now it looks like I'm going to have to get serious here."

"Like that threatens me." Kagura said determined.

"Well this should." Horace said, swinging his sword around the ground in a multitude of kanji. Finally, he stabbed both swords into the ground. **"Advanced Samurai Discipline: Army of the Land!"**

A massive number of terracotta solider like constructs erupted from the ground, holding either a spear, or a shield and sword.

"Ok now he's just showing off." Ben said with a smirk.

"Men, charge!" Horace shouted with determination. The constructs charge forward, however neither of the girls looked worried.

"Easy pickings." Kagura smirked with her unsheathed sword ready. She and Millianna charged at the oncoming attacks, destroying everyone in their paths. However no sooner than they did, the stone warriors regenerated.

"Ok, maybe not." Millianna admitted.

"Keep your head leveled." Kagura ordered. She swung her encased sword around, parrying with any solider that came her way. However before she could go for another, a great number of them were incased in a fur like binding.

Kagura turned to see Millianna holding them back. "Go for Horace, take him out and we win."

Kagura nodded and jumped up from one rock formation to the other. Eventually she made her way to Horace, then swung Archenemy. Horace put his two swords in an X-pattern then blocked the attack. The two swordsmen locked blades, neither wanted to give the other a victory.

"I'm surprised to how much emotion you've put into this fight." Horace admitted, strained. "Are you fighting for someone?"

It was as if Horace's statement was a trigger. Because at that very moment, Kagura's fury had overpowered Horace's will, destroyed both swords, and sent him flying.

"And Mermaid Heel pulls off a last second win." Chapatti shouted ecstatically. Kagura calmed down after a moment, and looked up at the clock. It only had 3 seconds left.

"Miraculous." Kagura admitted with a sigh of relief. However as she walked way, Kagura couldn't help but think about what Horace said. Was this for Ben? No wait, why was she thinking about Ben. Sure he was powerful, strategic, cute.

"Dear God, why does he keep coming up in my thoughts?" Kagura fumed.

"Because you love him." Millianna teased.

"Millianna." Kagura growled.

"Don't deny it." The cat mage smirked, ignoring the killer intent of the girl. Kagura was taken back by this statement. Did she really like Ben Tennyson THAT way?

The girls returned to their box in time for the next fight, which was Ichiya and the Bunny suit guy vs. Rocker and Bacchus. However one thought reach everyone's including Team Blue Pegasus's mind:

"Does he even know how to fight?" Eve asked confused.

However once the two Blue Pegasus members took to the field, the bunny man took off his outfit. Everyone in the audience gasped in various levels of shock, while the other members of the team Fairy Tail groaned in agony. Except Erza, she looked like she was ready to faint in fear. It was an exceed version of Ichiya clad in a purple outfit.

"Ok, what's going on?" Ben asked disturbed.

"You remember that Edolas place we told you about?" Gray asked.

"Uh, yeah?" Ben shrugged.

"Basically, Nichiya down there is Ichiya's counterpart." Gray explained. "He was a big named commander for the Exaltia army."

"Joy, and now no amount of therapy can make what I've seen here ok." Ben grimaced. Erza however remained absolutely still.

"Erza?" Natsu poked the girl, only for her to fall over in absolute shock.

"Ok, she does hate that guy." Ben said, seeing her shock.

"This is my worst nightmare magnified." Erza finally cried.

Before anyone could react, Bacchus and Rocker were sent flying by a powered up Ichiya. All of Team Fairy Tail looked on in shock. Apparently Nichiya had been beaten quickly, so Ichiya had decided to avenge his counterpart.

"Whoa, didn't see that coming." Everyone said. However, Erza was still horrified, so she reached into her requip dimension and pulled out some Strawberry cake.

"I knew it was a good decision to keep this in here." She said, slowly eating her comfort food. Everyone wisely and silently decided to leave her eat.

Lyon and Yuka had their fight against Patti and Razor. However Razor had looked a little on the weakened side. The two teams charged with high hopes, only for the match to end in a tie.

"Juvia, did you not see my genius in action?" Lyon asked happily.

"I am disturbed by him." Juvia shuttered.

"Now you know how Gray feels. " Cana chuckled happily.

"What's that suppose to me?" Juvia demanded.

However Makarov was focused on the retreating figures of Patti and Razor. On their necks he could barely make out a strange rune on each of them. "This doesn't bode well."

"We won't lose this." Octavius smirked intimidatingly. However Aaron looked down at his hands. The night before, he had horrid nightmares the night before about the night his hometown was destroyed. Only this time, it was from the air, as if he was watching something destroy Rowanfield from the skies.

"What was it?" Aaron pondered to himself quietly.

However everyone in the area was getting excited, and with good reason.

"Ladies and Gentlemen we've saved the best for last, it's dragon slayer versus dragon slayer!" Chapatti shouted triumphantly. Sting smirked, finally getting a real chance to fight Natsu. Rogue was happy as well for a similar reason. Years ago he wanted to join Phantom Lord and surpass Gajeel. Since Jose's arrogance lead to the guild's disbandment, this was the next best thing.

"I'll be right back." Ben said smugly. "I need to take care of an errand."

"Ok, where?" Gray asked confused as Natsu and Gajeel ran off to compete.

"It's a surprise." Ben said mischievously.

"Uh, ok." Gray shrugged.

Everyone was silent as the four dragon slayers locked eyes. Even from there spots in the stands, all the spectators could feel the tension in the air to the point where if you cut it with a knife, it would stand in midair.

"And now, the moment we've all been waiting for." Chapatti said, pathetically holding in his excitement. "One guild was considered the strongest the other presently is."

"Before we start, I need to know, why?" Natsu ordered.

"Why what?" Sting asked sarcastically.

"Why'd you two kill your parents?" Natsu demanded infuriatingly.

"Because we could, that's why." Sting shot back smugly.

"You're sick." Natsu shouted infuriated.

"I've been called worse." Sting shrugged.

"So, you going to say something?" Gajeel asked Rogue rudely.

"I see nothing to talk about." He admitted.

"Fair enough." Gajeel admitted.

The bell went off and the Sabertooth Dragon mages charged first. However both member of Fairy Tail blocked the attacks and retaliated with a powerful punch to their faces. To say everyone was shocked was an understatement.

"That, that's impossible." Sting groaned, getting up. Before he could do anything else, Natsu was in front of him.

**"Fire Dragon's Talon!"** Natsu pivoted and delivered a fire infused kick to his opponent. Which once again sent him flying.

"How?" Rogue asked, shocked at Sting's predicament. However he didn't get his answer, instead Rogue got an iron club to the stomach.

"Enough of this." Sting shouted infuriated. **"White Dragon's Roar!"** An energy laser shot out at Natsu.

"Whoa!" Natsu barely ducked under the blast in time. "That could have hurt." He said with a hint of impressiveness in his tone.

Sting then charged forward with an energy covered fist. "Say goodbye Dragneel."

"Why?" Natsu asked, grabbing his opponent by the wrist. "You going somewhere?" In the same movement, Natsu pivoted, and tossed Sting. Then he swung his fire covered arms. "Fire Dragon's Wing Attack!" A wave of flames was aimed right at Sting, who was hit dead on. However much to everyone's surprise, the attack sent Sting flying into Rogue as well.

"How are you doing all this?" Sting demanded, getting off his partner.

"Simple." Natsu said with a smirk. "I promised some friends of mine, I wouldn't lose to the likes of you."

Rogue growled as he charged at Natsu. "**Shadow Dragon Claw!"** A shadow covered claw covered his hand. However the attack was blocked by Gajeel using his Iron Dragon Sword.

"This is really the best you two have to offer?" Gajeel scoffed, pushing Rogue back.

"What are you talking about?" Sting shouted infuriated. "We're really dragon slayers!"

"At the rate you two are fighting, I don't believe it." Natsu said with a dark laugh.

"Alright, now it's time to show you what move I wanted to use on Tennyson." Sting said enraged. **"White Drive!"** A white aura covered Sting.

"Good idea." Rouge said in agreement. **"Shadow Drive."** Waves of shadows soon covered Rogue as well.

The surrounding spectators inched away from Jiemma, who was sitting among the civilians and chuckling darkly. "It's all over for that garbage guild."

"So you've got a fancy lightshow going on, so what?" Natsu said rudely.

"Oh no, it's much more than that." Sting chuckled darkly. In a literal flash of light, Sting disappeared, then reappeared behind Natsu, delivering a powerful kick to the fire dragon slayer's side. Rogue vanished in a wave of shadows. He reappeared near Gajeel and kicked him into the sky. However it didn't stop there.

Rogue continued to strike the Iron Dragon Slayer on all sides, who tried his hardest to block several attacks.

"Try this, **Iron Dragon's Roar!"** A swirling vortex of shrapnel was aimed at Rogue. However, much to Gajeel's surprise, it passed through him.

"You know Natsu." Sting said cocky, delivering a barrage of punches to his stomach. "I've always wanted surpass you, now I get that chance."

To Natsu's surprise, Sting stopped for a moment. Only the white dragon slayer was focused on the fire dragon slayer's stomach. Natsu looked down to see a burning white rune over his jacket. Strangely, Natsu couldn't move.

"A little something to liven things up." Sting sneered. "Or rather not, so long as that stigma's on your body, you can't move."

"What did I miss?" Ben asked, finally returning.

"It's been a tug of war." Gray admitted. Erza had only recently returned to her senses, so she had seen part of the match.

"Will you hold still?" Gajeel ordered.

"No, after all, a shadow dragon always catches his prey." Rogue commented. He attempted to strike again, only this time, Gajeel deflected the attack.

"Not this time." Gajeel smirked viscously. He grabbed Rogue by the arm and tossed him.

"Say your prayers Dragneel, looks like I surpassed you!" Sting said, delivering another punch. However to his surprise, Natsu caught it, then delivered a fire dragon's iron fist to Sting's face. The white dragon slayer was sent flying into the ground.

"Not today." Natsu smirked.

"That's impossible, you shouldn't be able to move!" Sting shouted mortified. "The stigma." His eyes widened in shock, the stigma was replaced by a burn mark. Natsu had generated enough heat to burn the rune away.

"Impossible has a tendency to happen to me a lot." Natsu admitted with a smirk.

"You!" Sting said enraged. He then switched to a smirk. "I guess you're tougher than you look."

"If I wasn't, I would have fallen already." Natsu responded.

"True, I guess it's time to stop holding back!" Sting pulled his fist back. "**Dragon Slayer's secret Art: Holy Nova!"** Sting created a powerful energy blast and released it at Natsu. However when the smoke cleared, the most shocking thing had happened, Natsu blocked it with his own fist.

"I don't remember that ever happening." Rufus admitted.

"That's some power." Orga said in agreement. Minerva remained silent, as she had a plan she needed to be at full strength for.

"Go Natsu." Ben cheered.

"That hot head's doing what he does best, fighting fist first." Gray said with a smile.

"I can't believe the display of power before us today." Chapatti said with his usual enthusiasm.

"Yes, the Fairy Tail mages clearly have the intent of ending Sabertooth's winning streak." Yajima agreed.

"Those fools defeat Sabertooth, impossible." Jiemma thought to himself. "We are the superior guild in every way."

Aaron on the other hand was silently cheering for Fairy Tail to win. However he paused a moment, seeing his team mate rub their necks. All with the exception of Vic. He just seemed to look, pleased with himself. At this time, his nose filled with the scent of blood, coming from Vic.

"What?" He asked confused. Aaron turned to see Vic's eyes turn blood red, indicating Aaron to focus on the match. Aaron then nervously turned around.

However it was here a great sight was seen.

"I think it's high time we show these two the difference between first and third generation dragon slayers are." Sting said smugly, with Rogue nodding in agreement.

"**DRAGON FORCE!"** The two slayers then were covered in their respective energies. Scale like auras covered their faces and bodies.

"See we can access dragon force whenever we want." Sting said cockily.

"Dragon force, that sounds menacing." Ben admitted.

"Basically, it's were Dragon Slayers take on similar powers to dragons themselves." Erza said, startled by the display of magic the Sabertooth mages were displaying. She had seen Natsu perform the technique before, and it was powerful. He was able to take on Jellal, who at the time was a member of the ten wizard saints himself.

"Now the fun really starts!" Sting declared. He charged forward at incredible speeds, with Rogue right at his side.

"Here they come." Natsu said, but it was too late. Sting punched Natsu in the chest, sending him flying into Gajeel. Sting then leapt high into the air with a wicked grin on his face.

"Taste this." He smirked. "**WHITE DRAGON'S HOLY BREATH!"** Ben admitted he was standing near ground zero of a satellite laser blast, Sting's attack was so powerful. The resulting energy blast destroyed the ground beneath them, revealing a series of mines.

"Ok, that hurt." Natsu moaned.

"Get off me Salamander." Gajeel ordered, throwing the fire mage off him.

"So, do you still think we didn't kill our dragons?" Sting asked sarcastically, as the two Sabertooth mages appeared before Natsu and Gajeel.

"Sorry Sting." Natsu smirked, slowly getting up. "I'm still not convinced."

"It's a freaking miracle Natsu and Gajeel can even stand after a shot like that." Ben admitted surprised.

"Those two have always been powerful, and have been beaten far worse than that." Erza explained with a smile.

"Especially from her." Gray muttered under his breath.

"What did you just say?" Erza asked confused.

"Nothing why?" Gray said nervously.

"My mistake then." Erza said, turning her attention back to the fight.

"Alright fireball." Gajeel said, stretching his sore joints. "Ready to keep going?"

"Are you kidding, I'm all fired up!" Natsu declared, coating himself in flames.

"Are you both stupid?" Sting asked rhetorically. "We're superior to you in every way, just give up now."

"Sorry, but the fight's just getting started!" Natsu charged shouting. "**FIRE DRAGON'S SWORD HORN!"** The attack slammed into Sting, which sent him flying.

"I couldn't agree more!" Gajeel ran up and appeared right before Rogue. **"IRON DRAGON'S ROAR!"** The attack actually managed to hit Rogue this time.

"What, that's impossible." Sting said, struggling to get up. He infuriatingly charged, intent on delivering a barrage of punches to Natsu. However, Natsu actually deflected them.

"How?" Sting demanded mortified.

"Simple." Natsu said, delivering a powerful blow to Sting's face. "I made a promise to a friend of mine I wouldn't lose."

Happy smiled at that. Before the match, Happy went off to talk to Natsu about the fight at hand, where he made said promise.

Sting paused a moment, remembering he made a similar promise to Lector years ago. When Sting was a young boy, he was always ridiculed for killing Weisslogia, as many people never believed the story. Then some people went as far as to call him a liar. But then Lector came up and asked to be his apprentice. Initially Sting said no, but there was something in the cat's eyes that changed his mind. It was then the two became friends.

Before he could remember further, Natsu came up and charged again. Sting barely made it out of the way in time.

"Try this!" Sting swung his leg, only for Natsu to block it, delivering an iron fist.

"But." Rogue began shocked, only for Gajeel to run up and punch him.

"How?" Sting demanded, struggling to get up.

"Easy, we finally figured out your stance." Natsu said with a cocky smirk. "You mainly fight with your legs at the 12 o' clock position."

"12!" Gajeel shouted infuriatedly. "You mean 10."

"No, I mean 12." Natsu shouted, turning to Gajeel. The duo then turned into a dust cloud of fighting people. Everyone in the audience had a different reaction.

"Those idiots!" Gray shouted infuriatedly.

"I'm surprised this didn't happen sooner." Ben admitted.

"Imbeciles." Erza said flatly.

Sting and Rogue looked at the two about as flatly as Erza did.

"Those fools." Rogue sighed.

"What would you expect from Fairy Tail?" Sting asked.

Natsu and Gajeel stopped fighting for a moment. "Is that so?" Gajeel taunted. "Well then let's." However that's all the farther he got, as Natsu picked Gajeel up by the back of his shirt, and threw him into a mine cart.

"So you still think Fairy Tail's weak huh?" Natsu said, before kicking said mine cart, which sent Gajeel deep into the mines. Needless to say, everyone was shocked by this development. It was then Natsu held out his open hand, and flames burned in it, revealing Come on made in fire.

"Ok now he's just showing off." Ben said with sweat drop.

"You, against the two of us?" Sting asked completely shocked. "Are you mad?"

"I have no quarrels with you Natsu." Rogue explained. "My fight is with Gajeel."

"So what?" Natsu shot back. "If you want Gajeel, you have to go through me."

"You still don't get it do you?" Sting demanded, getting irritated. "I killed a dragon with this power!" Sting charged, energy full, only to be stopped by Natsu's bare hand. To say everyone was shocked by this, was an understatement.

"And I'm going to use this power." Natsu began, "To defend the friends of mine you made fun of."

"Thanks Natsu." Lucy said weakly, watching the events from a lacrima screen in the infirmary.

"Of course this happens." Lucy looked over to see Laxus, still recuperating from his father's attack. "That flame brained idiot is going to take those two down hard."

"How do you know?" Lucy whispered.

"You forgot that whole Battle of Fairy Tail bit huh?" Laxus chuckled. "He always fights best when his friends and family are threatened." With that, Lucy couldn't help but smile.

Everyone watched in variable levels of shock as Natsu deflected and punched both Dragon Slayers.

"He's a monster." One member of the crowd said.

"This year's games just got better." Another said in excitement.

"This can't be happening." Lector said, tears forming up.

"Fro thinks so too." Frosch reluctantly admitted.

Eventually, Natsu had pushed Sting and Rogue off to one side.

"Let's end this." Sting told Rogue, who nodded. A massive vortex of their respective energies appeared behind the two slayers. It was then, the two collided into a massive ball of black and white power.

"Whoa." Natsu said in reluctance.

"A unison raid?" Gray asked shocked.

"Ok, now he's going to regret getting rid of Gajeel." Ben said.

**"Holy Shadow Dragon's Flash Fang!"** The duo launched a massive energy blast at Natsu.

"You guys are good," Natsu began, then smirked, igniting a massive flame. "But Not GOOD ENOUGH!" A phoenix shaped flame appeared behind Natsu. **"CRIMSON LOTUS: EXPLODING FLAME BLADE!"** Natsu swung his arm. The resulting explosion severed the connection of the lacrima visions.

"Oh man." Ben admitted.

"We seem to be having a bit of technical issue which should be cleared up momentarily." Chapatti explained. About a minute after he said that, the screen was put back on, where the three remaining dragon slayers stood. Natsu however looked like he could barely stand up.

"I knew that fool couldn't win." Jiemma smirked. However it was then, both Sting _and_ Rogue fell to the ground in defeat.

"Natsu, I submit to your power." Rogue thought.

"Lector, I'm sorry." Sting said woefully.

"I don't believe it!" Chapatti explained excitedly. "Natsu Dragneel has defeated the Twin Dragons of Sabertooth!"

"That's our boy!" Makarov said enthusiastically.

"I knew he would win." Mavis said with a smile. "A guild is a place where feeling nurture one another and grow, something Sabertooth has neglected."

Natsu raised both fists in victory as everyone cheered.

"Ok not that his win wasn't epic." Ben began. "But where's Gajeel?"

"He's around, I'm certain." Erza said. Natsu weakly made his way back to the box, where he fell asleep.

"You idiot should have gone back to the infirmary." Gray said with a smile.

"What a fascinating fight, one I've committed to memory." Rufus said with a smirk.

"Tell me, did that really just happen?" Frosch asked confused and sad.

"Yes, it did." Lector reluctantly admitted with tears running down his face still.

"Run, he's a monster!" One member of the crowd bellowed horrified. Everyone for thirty feet did just that without being told.

The reason: The murderous and destructive aura presently given off by Master Jiemma.

"Alright, now that the dust has settled, let's get onto the bonus round." Chapatti said after a few minutes. Some mages with earth magic had shown up and replaced the floor. 8 roulette wheels appeared, one for each guild.

"It's time." Minerva chuckled darkly. She raised her hands and a dark aura appeared in them. A similar aura affected the wheels at the base. Although no one in the crowd noticed.

"What the?" One of Princess Hisui's guards asked confused, seeing the controls act up.

The wheel's stopped revealing the contestants would be: Minerva, Ben, Lyon, Tyler, Darryl, Beth, Hibiki, and Semmes.

"Really, I only get one day where I don't have to compete." Ben gripped, going down to the field.

"Why does Minerva look likes she was expecting this?" Erza asked noticing the smug look on the girl's face.

"Benjamin, I look forward to defeating you." Lyon said smugly.

"You wish." Ben said with a smirk.

"Trust me, you won't defeat Ben." Minerva thought wickedly.

"For today's bonus round it's King of the Mountain!" Mato said, as a massive mountain like arena appeared. "Last mage standing wins."

A scoreboard showing the new point system appeared for this challenge:

_8th place: 0 points_

_7th place: 1 point_

_6th place: 2 points_

_5th place: 3 points_

_4th place: 4 points_

_3rd place: 6 points_

_2nd place: 8 points_

_1st place: 10 points_

"Oh joy." Ben said with a sigh. This would be even tougher with the Omnitrix on the fritz. The mages were spread out to 8 different locations.

"Ready set, go!" Mato cheered. No sooner than he did, the other 7 mages vanished in a wave of Minerva's Territory magic.

"Due to a seven way tie for third, all the teams will receive 6 points." Chapatti explained, looking over the rule book quickly.

"Orlando what is that daughter of yours doing!" Makarov demanded. It was then, all but Ben reappeared in at the base of the mountain in various orders, eliminating them.

"What the hell?" Lyon asked the question on everybody's mind.

"Where's Ben?" Hibiki asked confused.

"Whoa!" Ben landed with a thud, much to his horror, right in front of Minerva.

"I thought you and I could have a little alone time." She cackled sinisterly.

"Oh man." Ben groaned afraid.

**-End of Chapter-**

**Yes, I'm evil and left you all of at a cliff hanger. But I thought a Ben vs Minerva fight would take up too much time. Also the whole Omnitrix didn't fully recover thing goes with the whole Ben with be able to go Ultimate again thing I mentioned. I apologize in advance if this seems a little rushed in some places. I am actually going on vacation for a few days and won't be near my computer until Sunday night. So I wanted to get this done before I go.**

**Anyway Scoreboard (until next chapter)**

**Fairy Tail: 84 points (I took Fairy Tail A's score since it was the highest, and added both Lucy's and Juvia's scores to it)**

**Excalibur's Glory: 82**

**Mermaid Heel: 68**

**Lamina Scales: 60**

**Savage Hunter: 60**

**Sabertooth: 58**

**Blue Pegasus: 49**

**Sissy Puppies: 34**

**Ok so before I go, I have a serious question to ask you people of the fanfiction community: A while ago I found a non-crossover Fairy Tail story I read, but I don't remember the title. Basically it's a Lisanna bashing fic (it's that good so I ignored that) where after the GMG Lisanna got jealous of Lucy and decided to get rid of her. So she buys a black market potion that gives her control over the other member of the guild. The only ones who aren't affected are Lucy, the Dragon slayers and Makarov. They all go into hiding, with Lucy getting together with Natsu. While hiding, Natsu gets Lucy pregnant and they go into hiding in the Celestial Spirit World, and get help hiding from Sabertooth. If someone knows this story, I would greatly appreciate the name and author.**

**So until next time.**


	13. Chapter 13

**Ben 10: Guild Mage**

**Chapter 13: Ben 10 vs Minerva**

When a mage enters the Grand Magic Games, one does so with heads held high, and go through a challenge without fear. Presently, that isn't the case for Ben Tennyson.

"Aw crap, Aw Crap, Aw CRAP!" Ben repeated in a panicked tone. Minerva had launched a bombardment of energy blasts at Ben.

"Oh come now Tennyson, no take over forms to hide behind?" Minerva sneered wickedly.

"No, you aren't giving me much to work with." Ben shot back. He ducked under another energy blast. Ben tapped the Omnitrix, in hopes of transforming, only to be greeted by an assortment of sparks.

"Aw man." Ben groaned. He jumped onto a nearby rock and launched himself up to a higher level.

"Ben, why aren't you fighting back like a real man!" Elfman demanded with a roar.

"Clearly, he has a plan." Evergreen said, however she was just as confused.

"Something's clearly not right." Makarov said, noticing Ben's attempts to activate the Omnitrix. He turned to Warren who nodded.

"Come on Ben, you can do it!" Natsu cheered.

"Kids." Makarov said over the telepathic link. "What's going on?"

"Master." Erza thought over the link. "I wish it were pleasant news, but the Omnitrix has taken damages from transforming Natsu and the others, he can't transform properly."

"Damn." Makarov thought woefully, "We need to get him out of there."

"No way Gramps." Natsu said. "We need to have faith in Ben, and besides."

"Besides what flame brain?" Gray shot back rudely. "Screw faith Minerva's going to cream him."

"That's part of the thing." Natsu explained. "It's like Minerva knew she and Ben would be chosen."

"You think she altered the controls somehow?" Erza questioned with a hint of understanding. Natsu nodded firmly.

"How low will her thirst for power go?" Makarov wondered.

"Ben will win." Asuka said with a smile.

"Sweetie." Bisca began.

"He always wins." The young girl said with enthusiasm. "Ben is a superhero after all."

Ben dodged another blast, one aimed at his neck. "This is too easy." Minerva said as she vanished, then reappeared several feet in front of Ben. "Maybe you should surrender!" She cackled, throwing another energy blast.

Ben finally transformed, engulfing him in green sparks and lights. "Sorry," A crackling voice said. In place of Ben was a large black and green one-eyed alien with long antennas and tail. A copper plug was attached to each tail and finger, as well as three copper bolts attached to each arm. On the top right bolt was an electric blue Fairy Tail guild mark. "But Feedback has other ideas." He caught the attack in his hands, and absorbed it. Feedback raised his hands and fired them back at Minerva. The Sabertooth mage swatted the attack away, only to see Feedback right at her, delivering a powerful punch. Minerva barely had enough time to deflect the attack.

"So that's what that form really looks like." Kagura realized.

"Impressive Tennyson." Minerva said, then delivered a powerful kick to Feedback's mid-section. "But not good enough." Feedback was sent flying several feet away into a cave.

"Alright then." Feedback groaned, getting up. "I think it's high time for my secret weapon." Feedback slapped the Omnitrix disk on his chest. However, much to his chagrin, Ben had become a pink crystalline figure with a purple rock outfit, one eye and horn on top of his head, plus a series of spikes on his back. An emerald green Fairy Tail Mark was on his left upper chest, not far from the Omnitrix disk.

"Chromastone, aw man." The alien groaned.

"That's the one Rogue got turned into, right?" Natsu asked.

"Yeah I think so." Gray admitted.

"Gotcha!" Minerva smirked, firing an assortment of blasts at Ben. However to everyone's surprise, except the Fairy Tail mages who were at the plumbers' base, Chromastone remained absolutely still and took the attack head on.

"What's he doing?" Jet asked confused.

"Hopefully taking her down." Levy said with a smirk.

"This is easier than I thought." Minerva smirked. However much to her surprise, a rainbow colored aura engulfed Chromastone.

"Here, you can have your magic back." Ben quipped, sending a rainbow energy/ UV ray attack at Minerva. The Sabertooth mage raised her hands and teleported safely away from the attack.

"Clever Tennyson, but not good enough." Minerva said, reappearing behind Ben.

"Good thing I've still got some power left." Chromastone said without turning around. A massive flash of light emerged from every spike on Chromastone's body. The resulting attack sent Minerva flying.

"You little piece of-!" Minerva began, only for Chromastone to fly into her, and grab her.

"Careful, there are children present." Chromastone quipped. Minerva used her magic to teleport herself right behind Ben, and delivered a powerful kick to his back. Chromastone was sent flying into the ground, where he reverted back to Ben.

"Ok, that hurt more than it should have." Ben groaned, pulling himself out of a crater. He then looked up to see Minerva delivering a heel drop. Unfortunately, Ben was too late, and her foot connected to his stomach.

"Oh this is too fun." Minerva cackled, grabbing Ben by his ankle. With a mighty swing, Minerva tossed Ben several feet away, to the point where he almost fell off.

"Ben no." Natsu said with a panic. It was then, Ben weakly stood up, going for the Omnitrix again.

"Not so fast boy." Minerva revealed herself behind Ben and blasted him into the arena. It was here, Ben landed on the Omnitrix, becoming Megahurtz.

"Ok, I was going for Spectrum, but this works." Megahurtz admitted, sending a sonic blast at Minerva. She grabbed her ears in pain. "Now to return the favor." Ben delivered a series of punches to Minerva stomach and sides. Minerva caught one attack with her hand.

"That's not how you treat a lady." Minerva said sharply.

"Didn't know you counted." Megahurtz said, releasing a sonic blast from his mouth. Minerva was disoriented as Megahurtz picked her up, and tossed her.

"You freak of nature." Minerva spat.

"Sticks and stones." Megahurtz said with a smirk. However it was here, Minerva shot a blast at the ground, creating a shockwave that started to collapse the ground beneath Ben. "Aw come on."

"This will break your bones!" Minerva cackled.

Megahurtz shot a sonic blast aimed down at the crumbling earth, propelling himself several feet away from Minerva. However midflight, the Omnitrix fritzed out, causing him to revert back to human.

"It's official, you hate me." Ben groaned to the device as he landed, rolling deep into a cave.

"Awe Tennyson." Minerva said with a fake tone of sweetness. "You should know, you can't hide from me!" She teleported at the cave entrance, to see the end of an emerald flash. Slowly, Minerva made her way into the mountain's caverns, in hopes of finding her prey.

"Come on Tennyson, don't lose to her!" Sherry ordered.

"Don't root for the enemy, or I'll spin you." Ooba ordered, rotating her finger around and using her spin magic.

"You already are!" The mage said, as she spun like a top.

"That take over mage better not lose." Lyon said, hoping for Ben's victory.

"Yeah, Ben better." Yuka agreed.

Jura however remained silent, observing his opponent. Throughout this year's games, two people stood out to him, Ben Tennyson and Laxus Dreyar. Both fought with honor, and bested impossible odds. However, with Laxus out of commission, one name took up the spot for his next opponent. Plus, even Jura thought it was funny how Ben as Rath beat Bacchus.

"I look forward to day five." The wizard saint smirked.

The lacrima visions were presently showing scenes of Minerva, trying to find Ben in the caves. Slowly, the Sabertooth mage walked through the rock lined caverns.

"Come on boy, I want to get to know you!" Minerva ordered.

"OK, just remember." A Transylvanian accented voice said from the ceiling. Minerva turned around to see a green and black dressed figure with features similar to a bat drop down. On its waist was an Omnitrix disk, while on his upper right shoulder was an emerald green Fairy Tail mark. To a few members of Mermaid Heel and all of Fairy Tail present, this is one of Ben's newer forms, Whampire. "You asked."

"Please, what can this form do?" Minerva asked rhetorically.

"This." Whampire smirked, pulling back his head.

"Sonic blast time." Natsu said with a smirk, reminded of how Sting used the form.

"No, that would collapse the cave their in." Erza reminded.

However everyone in the area was disgusted by what Ben really did. He gurgled a bit, then spit a large green something on to Minerva's forehead.

"Did he just?" Hibiki asked disgusted. The other members of Team Blue Pegasus nodded reluctantly.

"Oh come on Ben." Romeo said disturbed.

However, it was then Mavis brought up. "Does his loogie look like a bat to anyone else?" Everyone then took notice of the spit wad. It was a green diamond shaped something with a black pupil, and black bat wings.

"Is that really the best you can do Tennyson?" Minerva demanded, revolted.

"Kinda." Whampire smirked mischievously.

"Any final words?" Minerva demanded, raising an arm.

"Just one, vhy are you hitting yourself?" He asked, Ben's smirk never wavering.

"I'm not." Minerva began. Only then, did her eyes widen in shock. Her arm then started to bend, and Minerva's fist opened up. It was then, Minerva started to slap herself in the face, repetitively. Everyone in the audience was shocked at this transaction, needless to say.

"That loogie makes puppets out of people?" Natsu guessed confused.

"Don't know how else to word it." Gray said, confused too.

It was then, Minerva's arm stopped mid slap, and ripped the coruptura off her head.

"Ok, that's a first." Whampire admitted.

"You've had this coming." Minerva said enraged. She raised her hand, and waves of energy erupted from them.

"Oh no." Whampire groaned, turning and flying away, in hopes of dodging the attacks.

"That fool doesn't stand a chance." Malware smirked. He and Albedo, presently as Fourarms, were watching live feed of the events from the ship. They were suppose to be hooking up a series of generators, instead of this. Hey, the guy they want to see dead more than any other was running for his life. This was too good to pass up.

"What are you idiots." Eon began, only to see the feed. "You are recording this right?" The duo nodded. Eon pulled up a chair and teleported in some popcorn.

"This just made my day." The counterpart smirked.

Whampire, presently as a miniaturized bat like creature, was flying away as fast as his body could carry him. "Girl doesn't let up." It was here the cave started to collapse.

"Uh oh." Whampire groaned, switching back to human. He slapped the Omnitrix disk becoming Underbite.

"Sure now I transform into this alien." He groaned, tunneling his way out of harm's way. Underbite spun, and drilled into the wall, just as Minerva was closing in on him.

"Where are you Tennyson!" She demanded enraged.

Underbite made his way to another cave, where the sparks on the Omnitrix lit up again, turning him human once more.

"Ok, that's it I got to take her out." Ben activated the Omnitrix and then paused a moment. "Whenever I wanted to transform into Fourarms, I got that form instead." Ben quickly changed the dial. "So come on Fourarms!" Ben slapped the Omnitrix disk down. However this time, he actually became Fourarms.

"I was being sarcastic." He shouted to the Omnitrix.

"You know Tennyson." He jerked his head to see Minerva standing to the side. "You may want to keep that mouth of yours shut, it will help you hide better." Minerva shot her hands down, creating a powerful shockwave.

Four Arms clasped all four of his hands together, and swung them at the ground. The two attacks collided, creating a massive blast that sent the two combatants flying. Both wedged under some debris.

"Ok, that really, really hurt." Fourarms groaned.

"Trust me boy, it will hurt a lot more for those who defy the will of Sabertooth!" Minerva snarled, obviously infuriated the fight was taking too long. She blasted her restraints, reducing the rocks to rubble.

"What nonsense are you going on about now?" Fourarms asked with a grunt, getting up, effortlessly pushing the boulders aside.

"To rouse the heavens," Minerva took a few steps forward. However as she did, her arm fell to the side, indicating it had been broken in the attack. "To make the land beneath our feet tremble, and silence the raging seas, that is the Sabertooth way!" She shouted madly.

"Geez Daddy's girl, do you have that beaten into your skull or what?" Fourarms said sarcastically. It was then Minerva's eyes widened at that statement. She took several steps back, looking like she was going into shock.

"I don't remember her ever acting like that." Rufus admitted, completely shocked by the results.

"Yeah, it's like her mind finally snapped or something." Orga said completely surprised by the woman's response.

"Oy, Minnie, you in?" Fourarms asked confused at the silence.

Minerva remained silent, unmoving, her eyes and lips trembling at an incredible pace. As she did, a memory she hoped never to experience again returned.

-Flashback-

_8 year old Minerva cried her eyes out, sore from stumbling in the grass. "Owie."_

_"Minerva!" Her father bellowed. Minerva fearfully turned her body, to see her Jiemma standing above her. "Are you crying?"_

_"N-no." She whimpered, trying her hardest not to show it._

_"Don't you dare lie to me!" He threw his open palm forward, releasing a blast wave that sent her flying, right into a once mighty oak tree. The splinters ripped into her clothes and flesh. Blood mixed in with the dirt and grim from Minerva's landing._

_"Stand girl." Jiemma ordered. Minerva weakly tried to stand, however her tears kept flowing, and her wounds prevented her from standing up straight. "I said STAND!" He grabbed Minerva firmly by her throat. "How long are you going to be a weakling girl?"_

_"I'm, I'm sorry father." Minerva weakly coughed._

_"Do not apologize!" Minerva quickly regretted her decision, as she felt one of her ribs crack._

_"To rouse the heavens, to make the ground at our feet tremble, and to silence the raging seas, that is what it means to be a mage of Sabertooth!" Jiemma bellowed, tossing her father into the forest._

_"When you learn this lesson, then you can come home." Jiemma turned to leave._

_Minerva laid on the cold forest ground, the rumbles of an oncoming thunderstorm approached. One thought entered her mind: "I want to be a cook, not a mage."_

_About an hour later, Minerva found herself shivering underneath a series of leaves, trying to stay warm. A clap of thunder erupted from the skies above. Minerva flinched in fear of the noise._

_"I must be strong, I must prove myself to father." She thought to herself, tears in her eyes. It was days like today that made her wonder, who her mother was. Jiemma never spoke of her, and when Minerva asked, it would always be the same response, silence._

_"Who, who are you mom?" She asked the still roaring skies. "Where are you?"_

-End Flashback-

Minerva snapped out of her funk and let out a feral sounding roar. "DIE!" She commanded. Raging wave of her territory magic was unleashed from Minerva's body, leaving the area around her a pile of rubble.

"What the hell?" Orga asked mortified.

"I don't remember Lady Minerva acting like this." Rufus admitted, trembling in fear.

"Ok this is bad." Fourarms admitted. It was then the Omnitrix sparked and reverted him back to human.

"And this is worse." Ben groaned horrified.

"Why has that kept happening to him?" Kagura thought concerned.

"This doesn't make sense, his take over forms last longer than this." Beth pointed out.

"Now I've got you." Minerva said with a cackle. She raised her hands, and spoke a strange incantation, building up an assortment of multicolored blasts.

"Well, plan B." Ben slapped the Omnitrix core down, going for another older form.

"No you don't!" Minerva declared, releasing the blasts.

As the green light engulfed Ben, the attacks hit. However, every energy blast was then redirected, one of which nearly hit Jiemma in the near empty section he had created, leaving a horse sized crater.

"What in blazes?" He questioned confused.

When the dust settled, Minerva and the members of Fairy Tail were surprised at the form Ben had taken. It was a large humanoid creature made out of emerald crystals. It had one large sharp spike off the back of his head, and two on its back. The creature was clad in a sleeveless black and green uniform with a green Omnitrix belt. On his right shoulder was a crystal Fairy Tail mark, the same shade as Chromastone's skin. "Diamondhead!" He shouted triumphantly.

"How?" Minerva demanded.

"You're in trouble Minnie, I've had a lot of practice with this one!" As Diamondhead said that, he thrusted his fists forward, releasing an assortment of crystal shards. Minerva waved her hands creating a portal to vanish them. However as they got close, the crystals exploded, sending Minerva back a ways.

"This is for Lucy." Diamondhead raised his arms, clasping his fists above his head. He slammed them down, creating a wave of crystals aimed right at the Sabertooth mage. Minerva narrowly dodge the attack, wincing as she moved her broken arm wrong. Using her good arm, Minerva launched an energy beam at Diamondhead. He swung his arm, deflecting the attack back at Minerva. It nailed her right in the stomach. As Minerva was caught off guard, Diamondhead slugged her in the face, hard.

"I'm not certain what I'm seeing folks, but somehow, Ben's present take over form is immune to Minerva's attacks." Chapati explained.

"It's no surprise to me." Yajima explained. "Regardless of the fact she can relocate anything anywhere, Minerva's magic is still energy based, and the reflective surface of Ben's skin aren't such an easy target."

"Why didn't Ben say he had a form that awesome?" Natsu asked confused and excited.

"He did flame brain." Gray said rudely. "Ben said he had two older forms unlocked again, and that must be one of them."

"Oh yeah." Natsu said in realization.

"That's our boy." Devlin said with a smirk.

Ben moved fast, despite the slow looking body. With Diamondhead, he was dominating the fight, not just with skill. At the same time, it was also because Minerva's sanity had been slipping.

"Come on Ben, win this for Lucy!" Natsu shouted triumphantly.

"You actually think you can defeat me?" Minerva demanded, her stance shaking. "After me, you will have the combined might of Sabertooth to deal with!"

"I'll worry about them next!" Diamondhead said with a smirk. However it was here, the Omnitrix released a wave of red sparks and lights, becoming Ben again.

"I am really starting to hate this!" Ben groaned in annoyance.

"Shame, I presently love it!" Minerva cackled, releasing a wave of power and sending Ben into a wall. Ben slowly groaned and stood up, going for the Omnitrix once more.

"Alright Omnitrix, secret weapon time." Ben groaned.

"Say your prayers, Ben Tennyson!" Minerva shouted infuriatedly. It was here, Minerva spoke a strange incantation, then converted her body into a massive spike, charging at Ben. Ben nervously slapped the Omnitrix core down, not bothering to see what it was. At that very moment, the attack hit, leaving behind a massive flash of light.

"BEN, NO!" Everyone in Fairy Tail shouted in fear, as did Kagura, Lyon, Millianna, and a few stray members of the crowd.

From her spot in the infirmary, Lucy could only watch in fear of the results.

"Come on Tennyson, you better have pulled through." Laxus muttered under his breath.

When the smoke cleared, everyone only saw Minerva, in her hand was Ben's shredded jacket.

"No." Erza roared in anger. Kagura herself looked like she was about to vomit as her eyes filled with tears of sorrow. From her spot in her private both, Princess Hisui was going to tell her father to give Sabertooth a lifetime ban from the Grand Magic Games for shamelessly attacking two members to near death.

"I win, I always win!" Minerva cackled in victory, holding up Ben's jacket.

"Not today nut case." A nasally sounding voice said, right at Minerva's ear. Before she could respond, a something small pinched her shoulder. It was here, Minerva's body tensed up to incredible levels, then she fell to the ground like a ragdoll.

"I can't move!" Minerva shouted confused and horrified. Minerva managed to move her head, and her eyes widened in shock at what she had seen.

"Can we get a zoom in out here?" Yajima asked one of the technicians who nodded. The Lacrima visions zoomed in, and right where Minerva's head was a humanoid grey frog in a green and black jumpsuit. On its back was a Omnitrix disk, and a small black Fairy Tail mark on its upper right sleeve.

"I told you Minnie, you weren't going to win, now meet Grey Matter." The alien frog said with a smirk.

"He's a frog, that's even cooler!" Frosch said happily.

"Uh did that-" Lector began.

"Itty bitty-" Gray continued.

"-Big eyed-" Millianna asked with a raised eyebrow.

"Slimy-" Ooba said.

"Frog thing?" Orga added.

"JUST BEAT MINERVA?" Everyone finished in confusion.

"How?" Minerva demanded.

"It's called the hephaestan neuro grip." Grey Matter said with a smirk. "Perfect for subduing all forms of prey, you won't be moving for about 10 minutes."

"I wish I had seen that." Rufus reluctantly admitted. "I would have memorized how to do that."

"Now goodbye." Grey Matter said, leaving with his hands behind his back. "Your recent attacks have destabilized the mountains, and given your weight, and the soon to be created slope, you'll be at the mountain base in 2.33 minutes." At that exact sentence, the floor beneath Minerva collapsed, as she rolled down the mountain side.

"Hey Erza, do you have a stop watch so we can time this?" Natsu asked excited.

"Not today I don't, I left it at home." Erza admitted.

Minerva hit every rock on the way down, where she finally hit the bottom of the mountain. Minerva's eyes filled with tears again.

"He did it, he beat Minerva." Jet said in shock.

"Way to go Ben." Levy said in shock. As that happened, Ben was reverted back to human, and stood up on a taller rock.

"Alright everyone, question?" Ben asked before putting both hands in the air in a peace sign. "WHO'S YOUR HERO!" As Ben said that, the crowd cheered in full force. However a portion of the stands on one side blew up. Ben could barely make out Jiemma at the epicenter of the attack, still sitting in absolute agony.

"It's all over folks, Ben Tennyson wins, putting Fairy Tail in first place this year!" Chapati said shocked and exited. Everyone looked at the Scoreboard.

**Fairy Tail: 94 points**

**Excalibur's Glory: 82**

**Mermaid Heel: 68**

**Sabertooth: 66**

**Lamina Scales: 60**

**Savage Hunter: 60**

**Blue Pegasus: 49**

**Sissy Puppies: 34**

"We will give all competitors a day to recover before the epic fifth day, a free for all taking place throughout Crocus." Chapati explained.

"Well then, I guess everything is going according to Eon's predictions." Octavius smirked. "On day five, we win without losing a single member."

Aaron looked at the scoreboard in confusion. He had seen a photo of the one Eon brought with him on the day he came to Excalibur's Glory, but it showed his guild leading the games with 100 points. Something about Eon didn't sit well with Aaron before, now it was cemented, Eon was hiding something.

The various members of the other teams had one thought in mind: "Destroy Fairy Tail!"

Gajeel on the other hand, slipped out of the mine cart finally, and had stumbled in the dark. "Stupid Salamander, the next time I see him." However every ounce of rage was replaced by shock, seeing a massive assortment of dragon skeletons.

"What the hell?" The iron dragon slayer asked in shock.

Meanwhile, Princess Hisui and several of her bodyguards were walking through the halls in hopes of talking to Ben Tennyson.

"Oh terribly sorry," A tall man with a British accent and cane said, accidentally bumping into one of them. "Just trying to find the water closet." As then man tried to break free, several of the guards got caught up in the mess.

"Oh dear, butterfingers, sorry." The man said, pulling away. In the process, team Fairy Tail now left the building.

"Jerk, they got away." One guard said.

"Sorry, your majesty," Paradox said in sorrow and silence going into an adjacent hallway. "But things are worse than you think." With a flash of light, the Professor disappeared.

Paradox reappeared near the female members of Crime Sorcière, who were situated on top of a nearby building. Jellal was back at the lodge, healing.

"That fight was awesome." Meredy shouted in amazement.

"What's up? Ultear asked, noticing the upset look on Paradox's face.

"I'm afraid things are worse than I initially believed." Paradox began.

"Why, what's wrong?" Ultear asked, not liking this one bit.

"During my eons traveling the multiverse, one being constantly reared his ugly head, in hopes of remaking any universe in his own image." Paradox began. "It got so bad, I separated five of his key components across the multiverse in hopes of stopping him, and now it appears one of those parts are here in Crocus."

"This guy got a name?" Meredy asked scared.

"Unfortunately, yes." Paradox began. "Maltruant, the Mad Chronosapien."

**Omnitrix Database**

**Species name: Petropian**

**Hero Name: Diamondhead**

**Homeworld: Petropia**

**Abilities: Invulnerability, Crystalkinesis, crystal constructs, super strength, energy resistance, heat resistance**

**Bio: Sentient crystals, the people of Petropia and the planet itself was destroyed by Vilgax years ago, except the bounty hunter Tetrax. However with the help of Ben Tennyson, and the guardian Sugalitte, the planet was restored. The crystals are also used to create computers and hover boards.**

**Species name: Galvan**

**Hero Name: Grey Matter**

**Homeworld: Galvan Prime (formerly) Galvan Mark 2 (presently**

**Abilities: Super intelligence, sharp teeth, elongated tongue, wall climbing, underwater respiration**

**Bio: Galvan's are some of the smartest beings in the universe. Among them is first thinker Azmuth, the smartest being in five galaxies. The only thing the Galvan's couldn't outsmart was their natural predator: the now extinct Omnivoracious.**

**Chapter 13 is done. So Happy insert winter holiday to you and I hope you enjoyed this. A few things to know about though. 1) Please be patient with Ben's dragon form, it's coming seriously. Second, I would appreciate it if people would stop asking who the mystery girl is. It's not that I don't like the feedback, I'm just tired of hearing the ideas. Granted some of them are cool, just incorrect.**

**So leave a review, and I'll see you all in the adaptation of the Exciting Ryuzetsu Land.**


	14. Chapter 14

**Ben 10 Guild Mage**

**Chapter 14: Water Park Fun**

Lucy walked through the somewhat spooky halls of the Plumber's base. Despite Devlin's word that the base had long since been vacated, didn't help much.

"He better not have forgotten, or else we are so going to be on the receiving end of a very destructive force." Lucy though disturbed. One was bad enough. On her way over, Lucy heard rumors of a massive explosion at Sabertooth's lodging. And ever since, no one had heard from any Sabertooth mage since. Strangely however it wasn't just Sabertooth that hadn't show up. A rumor was going around that Excalibur's Glory had actually checked out of their hotel right after the fourth day and actually left to the forests surrounding Crocus for training purposes. However some had seen a large purple skinned demon lurking near the area.

"Even though he's on our side, I'm still expecting Ragnarok to jump out of the shadows." Lucy thought with chills running down her spine. Lucy almost jumped out of her skin hearing an assortment of clanks and burning noises.

"Try putting it through the DNA relay sequencer." A voice, Gray Matter's said.

"Let's hope it works this time out." Devlin's voice could be heard in the next room.

"What are you guy's doing?" Lucy asked confused, entering the room. It was here, she saw Ben, as Gray Matter, and Devlin with a pair of safety goggles on. The two were presently working on a strange looking cover. It had a square hole near one end, big enough for the Omnitrix's face plate.

"This love, is a secondary DNA transistor." Devlin said with a grunt, trying to adjust something. "It essentially is a quick fix to replace the damaged part on the Omnitrix."

"More or less." Gray Matter continued. "Basically, this thing is the damaged parts that the Omnitrix couldn't fix, all I have to do is put it over the Omnitrix."

"Did you forget what time it is?" Lucy asked with her hands on her hips. "We're suppose to meet the others in 10 minutes at the water park, and Kagura is among that list of people."

"Oh right, I lost track of time." Gray matter admitted sheepishly. He jumped off the table and tapped the Omnitrix disk on his back, becoming human again.

"You two go on ahead, I'll finish up here." Devlin insisted.

"You sure?" Lucy asked confused.

"Yeah, like this things waterproof." He pointed to his ID mask.

"Fair enough, we'll see you later Devlin." Ben said, running out the door with Lucy at his side.

Devlin chuckled as the two ran off. It was then one of the computer consoles went off. "What in the world?"

Ryuzetsu Land was a massive indoor complex filled with water slides and attractions of all kinds. To say it was awe inspiring would be an understatement.

"Wow, check it out." Ben said with a smile. Everyone had come prepared in the usual bathing suits. Except Cana, she ended up wearing her underwear. Erza herself was clad in what she called her legendary swim suit, a golden colored two piece bikini. Laxus was given permission to come and have fun, on the condition he takes it easy. The only exceptions were Elfman and Evergreen, they had mysteriously disappeared from sight earlier in the morning.

"How do you forget to bring swimwear?" Erza asked with a smirk.

"It just happened." Cana said with a shrug. Maccao and Wakaba were drooling in perverted joy.

"Dad, keep your eyes in your head." Romeo ordered.

"And Gray, keep your clothes on!" Lucy ordered, seeing the Gray walking around in his birthday suit, rather than his bathing suit.

"Keep it down brat, some of us are trying to enjoy the pool." A voice demanded. Lucy was surprised to see both Virgo and Aquarius lounging about in a nearby pool.

"Why are you two here?" Lucy asked surprised.

"Even I enjoy being poolside." Came Virgo's simple reply.

It was here, Aquarius got a wicked smirk. "You know Lucy, you should really get your hair wet!" Aquarius revealed that she brought her urn with her.

"Oh no." Lucy panicked and began running.

"I almost don't want to do this." The mermaid admitted. "But almost only counts in horseshoes and explosives!" A massive wave of water then followed the celestial mage.

"Not going to say a thing." Virgo said, diving back into the inner tube. "Today's my day off."

"Wow, Aquarius does not like her." Ben admitted.

"That's putting it mildly." Kagura said, walking up in the same pink bikini she wore during day 2.

"Wow, you look." Ben said, trying to piece the right words together. "Wow."

"Ben Tennyson you charmer." Beth chuckled from behind the pole. She and the other members of Team Mermaid Heel decided to spy on this date to make sure nothing would go wrong. That and blackmail material. Hey, Kagura was known for being stone faced and many would consider her emotionless, no one could pass up an opportunity like this.

"I know about those cameras!" Kagura shouted to them. Immediately, the girls started running.

"Smart move." Natsu smirked before hopping onto a moving train in the water. No sooner than he did, Natsu succumbed to his motion sickness.

"Idiot." Gajeel said as he, Levy, and the exceeds were going off to the aquarium. Gajeel had plans to talk to Natsu and Wendy about the dragon graveyard he found, but a few of the Fairy Tail mages could tell something about the waterpark. (Including Natsu, which surprised him). The thing was, members of the castle guards were all around them in disguise.

Ben was one of the first to figure it out, actually recognizing a few faces during the toxic filter incident during day one. So Makarov's orders were to observe only. He actually threatened Natsu if he tried anything, Makarov would personally stick him to the bottom of a train and send him off to the frozen north. No one could stop laughing at Natsu's face at that comment for a good ten minutes. Gray however, took twenty minutes, and a fist from Erza.

"Let's enjoy ourselves." Erza said with a smile. However much to her surprise, she had seen Jellal, with his Mystogen mask on.

"Surprised you came, despite your injuries." She said, walking up with a happy smile. Jellal nodded reluctantly.

"Come on, you owe me." Erza said, grabbing Jellal by the arm. "Or doesn't your fiancé want you to come?" Jellal nervously shrugged at that.

Unbeknownst to her, Jellal had come to talk to Ben, against Paradox's warning.

-Flashback-

_"We need to tell Ben." Jellal said firmly, standing the best he could behind the hotel._

_"Uh, Paradox kind of told us no, remember?" Meredy reminded. "We still don't know where Maltruant's part is."_

_"That's why we need to tell him." Jellal shifted in pain a bit._

_"A horrible idea really." Paradox said, teleporting in. "We can't let Eon know we're on to him."_

_"But." Jellal began._

_"I know you want to do the right thing." Paradox said, raising a hand in worry, equally upset. "But we still don't know about our mystery girl's origins."_

_"But its." Jellal began._

_"I know, which is why I want to believe her story, she always did know how to tell one." Paradox grimaced originally, then smiled weakly. His expression turned serious. "Which is why we need to find the source of the temporal disturbance, before Eon and the others find Maltruant's part."_

_"Which, you have no idea, where to find." Meredy reminded._

_"I haven't been in this neck of the multiversal woods in a few eons, sue me." Paradox said dryly._

_"Wait, you said this chronosapien guy is just a big clock right?" Ultear asked, getting an idea. "What if it's hiding in plain site as an ordinary clock part?"_

_"Interesting idea, but." Paradox began, and then thought for a moment. "A step in the right direction." He then vanished in a flash of light._

_"I hate when he does that." Meredy groaned._

_"That also means, he has a plan." Ultear reminded. At the same time, Jellal looked down in determination._

-End of Flashback-

"I'm sorry Professor, but I have to do this." Jellal thought determined.

"He ATE the baby?" Kagura asked incredulously.

"Yeah, Kevin fainted and everything." Ben admitted, telling her the time he first unlocked Rath. The two were seated at a side bar, enjoying the sun through the skylight.

"Then what happened?" Kagura asked with a sly smirk. "Knowing that cat, he didn't take it lightly."

"I jumped down his throat and got the baby back, then jumped out, breaking Jarett's teeth." Ben smirked. "He then threatened war, while I threatened to knit his intestines into a sweater if he did."

Kagura giggled a bit, taking a sip of her drink. "I take it the ambassador wasn't too happy?"

"He knew, the whole time." Ben said flatly. "But Cicely was grateful her son was returned." Ben's expression then lightened a bit. "And then it turned out the Tiffin was responsible for the Omnitrix's malfunction, and Kevin knew."

"You turned back into Rath didn't you?" Kagura asked with a smirk.

"You know me well." Ben smirked. "Speaking of, you have to have a story where something stupid happened to you."

"Unfortunately, yes." Kagura admitted with her hand on the back of her head. "This one time, we got a mission request for a one girl bodyguard job for some politician's son." She shook her head at that. "It turned out the guy wanted a fake fiancée to get his mom off his back for a few days."

"Why do I get the feeling there's more to the story?" Ben asked confused.

"Because after that, the nut actually wanted me to marry him." Kagura said flatly. "I ended up kicking him in the balls, then tossed that prick out the window, Ricky, Ronnie." Kagura then started to snap her fingers trying to remember his name.

"It wasn't Riley from Forest Cove was it?" Ben asked confused.

"How did you know?" Kagura asked surprised.

"Myself, Natsu, and a handful of others had the displeasure of meeting him just before the games." Ben laughed. Kagura smirked a little at that.

"Small world I guess." Kagura shrugged. The two decided to get up and walk over to some of the rides.

Kagura paused a moment, seeing the Connell family and Laxus stretching in synch with Makarov.

"Like this?" Asuka asked confused, trying to imitate someone.

"Your guild is so strange, I swear." Kagura admitted. Ben would have agreed, had it not been for the fact the five were being led by Mavis, wearing a gray and white old fashioned one piece swimsuit.

"Alright, we need to stretch in order to avoid cramps." Mavis said with a smile.

"It's better she doesn't find out." Ben thought.

On the other side of the park, Lucy finally surfaced after being pushed under by Aquarius. "That was one of her more powerful waves." She groaned.

"It looked it." A familiar voice said. Lucy looked up and freaked out, seeing Flare in a very tiny red bikini.

"What?" Lucy demanded surprised. "How are you out of prison?"

"I never went to prison." Flare explained, her deranged looking face never wavering. "That was just for show, although Raven Tail is disbanded."

"Really?" Lucy asked confused.

"AH!" Mirajane shouted in absolute agony. Lucy turned on her heel to see Jenny holding Mira's top in one hand, smirking victoriously.

"That was for day 2." Jenny spat.

Mira raised her arm, grabbing Jenny's bikini bottom, successfully exposing her crotch and butt.

"Payback," Mira smirked, holding her chest.

"Mira, not cool." Lissanna shouted embarrassed at her sister. "This is the kind of thing I'd expect from Elfman!" Lucy could have sworn she saw Elfman and Evergreen hiding behind some rocks, looking guilty.

"Weird." Lucy admitted.

"Did she see us?" Evergreen asked Elfman.

"I don't think so." Elfman said in a hushed voice.

"Then, I raise my claw as he begs me to kill him so he could be with his family." Ben said, sitting in a pool, telling Kagura how Ben obtained Chamalien, as she asked if there was ever a time he had almost killed someone. "I slam the claw into the jeep, turn back into human and look at the general telling him: "Some threat."

"Did he shut down area 51?" Kagura asked getting interested.

"As far as I could tell, Colonel Rozum still has the prison, although it's in another area." Ben admitted. "Grandpa Max still hates him for it."

"I would too." Kagura admitted, taking a sip of her drink. What neither was aware, their hands were now interlocking with one another.

However this moment was ruined by someone pulling Ben under the water.

"Ben, no!" Kagura jumped in after her. She swam down to see three members of Guiding Light, armored in scuba like gear, dragging the now struggling Ben.

"The one time I leave my sword at home." Kagura thought upset. Swimming as fast as she could, Kagura made her way to the Guiding Light stooge holding Ben by the Omnitrix. "Hope this works." She kicked the man, then slapped watch, activating it. In a flash of light, Ben was replaced by Razor Fin.

"Thanks." Razor Fin said, revealing his bone swords. The revealed pushed the two away. "Now time to say goodbye." Razor Fin revealed a toothy grin and charged.

"I'm telling you, I saw him be pulled down." Lucy said, running up with Natsu, Gray, Erza, and Millianna. After seeing Ben be dragged down, Lucy immediately went for help.

"Kagura's with him, he doesn't need too much help." Gray admitted. It was here, the two Guiding Light goons were pushed out of the water with Kagura and Razor Fin not far behind.

"Told you." Gray said smugly. However Gray's smug look was replaced with fear, when the Omnitrix sparked, reverting Ben back to human.

"Aw come on man." Ben groaned.

"Shut up and transform again." Natsu ordered, igniting his fists.

"Alright already." Ben tapped the faceplate bringing up the holograms. Another slap and he was transformed into Diamondhead. "These guys ruined my day off anyway."

"Shame I can't do much without my sword." Kagura admitted.

"Then here." Diamondhead reached to his back, and pulled one of the spikes, creating a long crystal. "Use this to beat them over the head."

"Gladly." Kagura said with a smirk. Holding the crystal like a katana, Kagura charged.

"No running in the pool." Lucy joked, pulling the Proto-whip out of her bag. She switched it to grapple mode and swung it forward, snaring one.

"ICE MAKE: LANCE!" A fury of icicle spears hit the other one. Kagura put her foot on the man, and pointed the crystal at his throat.

"Did you really think you could get away that easily?" Erza demanded.

"No." The man Lucy ensnared smirked. "We brought back up."

Six more armored members jumped out of the pool. Only to be instantly frozen by Gray.

"Could you be anymore pathetic?" Erza asked with a raised eyebrow.

"They are new." The man admitted.

"That was too easy." Natsu grumbled.

"Dude, never say that." Diamondhead groaned. It was then, the frozen members of Guiding Light's armor heated up.

"You had to say it." Gray commented. Natsu shrugged nervously, as Ben was reverted to human with a red Omnitrix.

"Now give us the Omnitrix." One member ordered, pointing a long sword at the mages.

"Uh, no." Lucy said nervously.

"Don't lie to us, you are clearly afraid of our superior strength." The member said arrogantly.

"It's not you she's afraid of." The eight guiding light members slowly turned to see a rather infuriated Aquarius. "I try to take one day off but no." Aquarius said with rising rage. "You idiots picked today to attack my contract holder."

"Let's get out of here!" The eight started running. Only to be caught in an intertwining web of chains.

"You will not avoid your punishment so easily." Virgo said flatly. Aquarius raised her urn high above her head as a massive water claw appeared behind her.

"Oh no!" The guiding light members shouted in fear. Before anyone knew it, Aquarius had them swirling around in a whirlpool.

"It's so weird seeing the whirlpool from outside." Lucy admitted. "I'm usually in it."

"Don't complain, she terrifies me." Millianna admitted.

The Guiding Goons were flushed down the drain as Aquarius let out a sigh of relief. "I so need a vacation." In a flash of light, the mermaid disappeared.

"What's her problem lately?" Lucy asked Virgo.

"No clue, however Scorpio won't make eye contact with anyone at the moment." Virgo explained, then disappeared herself.

"Wow, problems all around." Ben said with a shrug.

"Come on, let's go on some rides." Kagura said, grabbing the dimensional traveler by the arm.

"Good plan." Everyone agreed, knowing about the guards.

Meanwhile, Sting was in the woods, punching everything with a powerful white light infused fist. "I have to get stronger, for Lector's sake." He said determined, reminded of what happened yesterday.

-Flashback-

_The tension was so thick in the room you could cut it with a knife. Sting, Rogue, and Minerva stood in front of the now infuriated Jiemma._

_"So what have you three weaklings have to say for yourselves?" The titan demanded. "Sting, Rogue, you two are always going on about how you're real dragon slayers, and you Minerva, defeated so easily by a weak creature." The three didn't say anything. "Well, SPEAK UP!"_

_"There's nothing to say." Rogue admitted reluctantly. "Natsu Dragneel was simply the stronger mage today, that's all there is too it." As he did, Rogue's fingernails dug into his palms. "And he did it without using his full strength._

_Jiemma stood up with such force the ground beneath him was reduced to a small crater. "Is that the words of the strongest guild?" He roared infuriatedly. As he did, Jiemma released a violent violet energy wave, sending the three flying. "That is the words of weaklings!" Rogue was sent into the wall with such force, a decent sized crater appeared behind him. Sting on the other hand was rolled to the side, while Minerva jumped back a bit._

_"Sting/Rogue!" Lector and Frosch said worried as they ran over to protect their friends._

_"You two imbecilely are removed from Sabertooth effective immediately!" Jiemma bellowed infuriatedly. "I want your guild marks erased now!" He then directed his attention towards his daughter. "And apparently, you need another lesson in strength."_

_"Now, now hold on master." Lector said timidly, getting the man's attention. "Just because Sting and Rogue lost doesn't make them weak." Everyone was floored by the exceeds words. "They learned from this loss, and that will make them-."_

_"Who the hell is this?" Jiemma cut off rudely._

_This got Lector confused. "Oh come on master, I've been in the guild as long as Sting has." The cat lifted up the back of his vest, revealing the Saber crest. However it was here, Jiemma's rage reached its zenith._

_"Why does some fleabag have my noble crest!" Jiemma was covered in another violent aura, as he raised a hand. "BE GONE FROM MY SIGHT YOU MANGE PIECE OF TRASH!"_

_As the bright white light engulfed Lector, one thought passed through his mind. "Oh crap, he remembers me."_

_When the smoke cleared, Lector was gone. Although, no one noticed the victorious and villainess grin on Minerva's face._

_"LECTOR!" Sting bawled, as tears rolled down his face._

_"Lector." Frosch gasped mortified._

_"Don't worry Frosch, I'll protect you." Rogue insisted, frightened himself._

_"Oh get over it Sting, it was just a stupid cat." Jiemma ordered. "Now strip away you're guild mark, you are no longer a member of the strongest guild in Fiore."_

_Sting looked up at the man in front of him with pure rage. **"SHUT YOUR DAMN MOUTH!"** With a powerful blast of energy, Sting punched a hole right through Jiemma's stomach. **"IS THAT ALL YOU CARE ABOUT, STRENGTH!"** He slammed his fist into Jiemma's face. **"ALL YOU GO ON ABOUT IS POWER, AND HOW WE'RE** **THE STRONGEST GUILD IN FIORE, YET YOU HIDE BEHIND US ALL!"** Sting continually thrashed Jiemma over and over again with White Dragon Spells. **"YOU'RE NO GUILD MASTER,"** He charged a White Dragon's Roar. **"YOU ARE A TWO BIT COWARD!"** With a blast of energy, Jiemma was sent through a wall._

_"You, you'll regret this, Sting." Jiemma gasped before passing out._

_"Oh, I don't think he will." Minerva smirked, now making her presence known. "After all, he'd better show that kind of strength again if he wants to see his little buddy again."_

_"What?" Sting asked confused, calming down a bit._

_"I put him in a pocket dimension just before father's attack hit." Minerva smirked venomously. "However, I do share father's words about strength." She grabbed Sting by the throat and brought him to eye level. "So if you don't want a hair on his head harmed, we'd better win tomorrow."_

_Sting gulped in fear, before nodding._

-End Flashback-

"No one's going to stop me from saving Lector, not Natsu, not Tennyson, nobody!" Sting roared, releasing a powerful white shockwave. Unaware, Vic was watching from afar with a dark grin on his face.

Meanwhile, Ben, Natsu, Lucy, Erza, and Kagura stood on top of the Love Love Slider. A ride said to be all about romance. If two people go down the slide, they are destined to be together. The reason all five were on top of it was for a very comedic reason.

"Come on now Gray." Juvia smirked, hoisting the ice make mage over her shoulder.

"You are all traitors, I swear!" Gray bellowed infuriatedly with Jellal right behind her.

"Even I want to see this." Jellal smirked under his mask.

"Oh come now Gray, Juvia clearly likes you." Ben taunted.

"Screw you Tennyson!" Gray bellowed.

"Juvia, stop!" Lyon ordered, running up the stairs. "You and I are destined to be together." However it was here, Lyon tripped over the top step and went flying. He crashed into Juvia and landed into Gray, causing the two to go flying down the slide.

"Gray, no!" Juvia jumped in after them.

"Well this just got better." Kagura smirked happily. However it was here, the whole slide complex began to shake violently.

"Natsu, what did you do?" Lucy asked horrified.

"Nothing, I swear!" Natsu said holding up his hands in defense. The complex shook violently, even more so, getting the attention of the entire park.

"Found Natsu." Happy groaned, seeing this from the aquarium snack bar.

The resulting shakes caused Natsu and Lucy, Ben and Kagura, and Erza and Jellal to go flying down the slide in pairs. However, Erza's bikini caught on the slide's entrance, slowly causing it to unravel.

"Oh no." Jellal quickly pressed Erza's chest against his own as his face turned bright red.

"Mystogen, what are you doing?" Erza demanded, unaware of what was going on.

"I'm going to hurl!" Natsu shouted, mortified.

"Not on me!" Lucy demanded.

"This was unforeseen!" Kagura shouted afraid as she grabbed Ben's chest.

"That's one way to say it." Ben added, as the slide shook viciously. Three support beams collapsed as Ben and Kagura slid up a slope.

"AW MAN!" The two shouted as they flew over the slide.

"Come on Omnitrix, don't fail me now." Ben begged, slapping the watch. In a flash of blinding emerald light, Ben had become Freezer Burn.

"That thing hates you I swear!" Kagura shouted horrified.

"Maybe not." Freezer burn said determined. He put one hand beneath himself and Kagura, creating a beam of ice. The attack created a frozen slide, allowing the two to safely slide into another pool.

Kagura surfaced first, with Freezer-Burn not far behind. "Maybe I should stop fighting the stupid thing." Freezer burn suggested, as the Omnitrix timed out. However it was here one of two pairs slammed into two other complexes in different directions.

"You go that way, I'll go this way." Ben suggested. Kagura nodded in agreement.

She walked off to find whoever had crashed into the bar, hoping they were ok. As Kagura did, she began to think about Ben, how he saved her yet again. "Maybe, maybe I do have feelings for him." As she got to the now destroyed bar, Kagura's eyes widened in shock and anger. Jellal's Mystogen mask had been undone, revealing his true face.

"He knew, he knew who Jellal was, and so did Erza." Kagura put her hand to her mouth in shock and ran out of the park.

"Ow, my aching everything." Lucy groaned.

"How do you think I feel?" Levy asked from under her friend.

"Damn it Salamander." Gajeel groaned in agony.

"You guys ok?" Ben asked concerned.

"I'll live." Lucy groaned, getting off her friend.

"You better not have ruined my juice, it's delicious." Pantherlily said irritated.

"Natsu, what did you do this time?" Carla demanded, as Gajeel kicked the fire mage off him.

"He didn't." Everyone turned to see Lahar walk in with a portion of the support beam in his hand. The strange thing was it looked like it had been both slashed and melted. "It was sabotaged."

"Who would want me dead?" Natsu asked confused.

"I doubt it was just you." Lahar admitted, turning. "I'll look into this personally."

"Thanks." Ben said grateful. Lahar's pace increased, uncertain what to say.

Kagura found herself crying at the foot of her bed in her hotel room. "He lied to me, Ben Tennyson manipulated me." Kagura's eyes then turned to hatred. "Just you wait until tomorrow."

Later that night, Gajeel lead the other first generation dragon slayers to the dragon graveyard. Lucy, Gray, Ben, and the exceeds tagged along just because they wanted to.

"So you never saw Kagura after you got separated?" Lucy asked concerned.

"No, I'm really worried." Ben admitted.

"We're here." Gajeel said rudely, showing them the cave Natsu's stunt revealed to him.

"Wow, dragon skeletons, that's just menacing." Ben admitted, taking a picture with his phone. "I'm standing right here, and I still don't believe it."

"I know, but how did they get here?" Lucy asked afraid.

"Maybe I can help?" Wendy suggested, getting everyone's attention. "One of those Dragon Slayer art spell Ms. Porlyusica gave me can bring about dragon spirits."

"Do it, maybe we can find our dragons if we ask them." Natsu ordered hopeful.

"That's a great idea." Gajeel agreed.

Wendy got to work, creating a rune circle around herself. "Here goes, Wandering Souls of the Dragons, I am ready to receive your voices, Milky WAY!" An array of stars shot out of the rune circle, and danced around Wendy.

"Pretty." Lucy said in awe. It was here her awe was replaced with fear, as the bones began to shake.

"Wendy, what's going on?" Ben asked, still recording this.

"I am looking for the souls of the dragons." Wendy explained. "The residual auras wandering around in the place are old and small." However her eyes shot open. "Found it."

An aura of a massive green winged alligator like dragon took form. As it did, the creature released a powerful roar, freaking out the others.

"Ah ha ha ha." The dragon laughed. "It's always fun to see your stupid human faces." He then got serious. "I am Zirconis, the jade dragon, now where is Grandeeney, that was her spell that summoned me."

"Uh, actually that was me." Wendy explained.

"Oh, a cute little dragon slayer?" Zirconis asked whimsically. "I look forward to eating you."

"Aren't you a ghost?" Ben asked confused.

"Killjoy, it's always fun to see their reactions." The dragon ghost grumbled.

"Excuse me, Mr. Zirconis, could you explain to us why all these skeletons are here?" Wendy asked politely.

"No, I don't talk to stupid humans." Zirconis said firmly.

"But I'm a cat." Happy pointed out.

"Fair enough." Zirconis admitted.

"That was quick." Lucy admitted.

"Let's see here." The jade dragon began. "It was about 400 years ago, during that time we dragons were divided into two groups, those who wanted to coexist with humans, and those who didn't. I obviously didn't."

"Big shocker." Gray whispered, the others nodded.

"So, we got into this huge civil war type thing, and my side was winning." Zirconis reminisced. "However the traitors decided to teach humans dragon slayer magic, despite the cost."

"Cost, what cost?" Natsu asked, never hearing about a cost from Igneel.

"Your humanity." Zirconis explained grimly. "If a human uses too much dragon slayer magic, they eventually turn into a dragon." He then got flustered. "Damn it, I lost my train of thought."

"Civil war." Ben said, still recording.

"Thank you." Zirconis said grateful. "Now, despite this edge, several humans decided to test their merit by slaying the very dragons that empowered them. One human in particular was the vilest." Zirconis shuddered just thinking about it. "He overpowered and massacred myself and the very dragons you see around me, until he became a dragon himself."

"This guy got a name?" Natsu asked, although it was more on the lines of demanded.

Zirconis nodded. "Acnologia." This caused everyone to freak out in shock. However as they did, Zirconis vanished.

"What, Wendy bring him back!" Natsu ordered.

"I can't his soul has long since passed over." Wendy said upset.

"You did your level best." Ben said, pocketing his phone. "But still, to become a dragon just using your own magic."

"It freaks me out, Igneel never mentioned it to me." Natsu admitted nervously.

"Metallicana didn't tell me either." Gajeel explained in the same tone. Everyone could tell Wendy was the same deal.

"Tragic really." Arcadios said, making himself and Yukino noticed.

"You knew about all this?" Natsu asked confused.

Aradios nodded. "And the fact that Acnologia was also created by Zeref, just before gaining his immortality." This caused the Fairy Tail mages to panic. Arcadios then walked over to Lucy. "And with your help, end the threat before it ever begins."

"I do not like how you said that." Ben said, narrowing his eyes. Arcadios and Yukino then lead the mages to the Eclipse gate.

"This is the Eclipse gate, with it, we can travel back to before then, allowing us to stop Zeref from ever obtaining immortality, and preventing him from becoming such a threat." Aracdios said prideful. "All we need are the twelve gold zodiac gate keys.

Carla was shocked at this, could all of her visions be the results of this, Eclipse gate?

"No." Ben spoke up. "You aren't time traveling, end of discussion."

"What?" Aradios demanded, turning oh his heel.

"To quote a friend of mine, time travel is for immortals and fools." Ben began. "None of us are immortal, what does that you?"

"You dare call me foolish?" Arcadios demanded. "Think of what we are doing."

"And if we do, what won't happen?" Ben asked rhetorically. "It's too risky, even with good intentions."

From his spot hiding, Darton breathed a sigh of relief. "This kid's smarter than I gave credit for."

Yukino was silent, thinking Ben was right.

"No." Arcadios drew his sword, pointing it at Ben's throat. "If you aren't with me, you're against the kingdom."

"ENOUGH, ARREST THEM!" Darton ordered with a roar. The castle guards surrounded everyone.

"Wow, let's not get carried away." Ben said, holding up his hands in defense. "I just said no to time travel."

"No, we're arresting Arcadios for crimes against the country, and abusing power." Darton explained. "And just for good measure, arrest the celestial wizards!"

"WHAT?" Yukino and Lucy demanded. The guards grabbed them and their keys.

"Hang on Lucy, Fire Drago-" That's all Natsu got to. The Eclipse Gate swallowed the flames covering his fist whole, causing Natsu to pass out.

"Get them out of the castle!" The Fairies were then tossed out into the streets.

"Lucy, hang on tight." Ben thought determined, with Natsu hanging off his shoulder.

Darton sighed in relief. He turned, only to see a man in a white steampunk lab coat in front of the gate. "Of course, hide a chronosapien's part inside a time machine, why didn't I think of that?"

"Who are you?" Darton asked confused.

"Professor Paradox," The man said, taking a bow. "Time traveler of sorts, and the man Benjamin quoted earlier, and believe me Minister Darton, we have much to discuss, but in the meantime." He then pulled out a large brown paper bag. "Gumball?"

-End of Chapter-

**Ok, I apologize this took so long to get up, I missed the one year anniversary this stories been on the site. But I had other stories to write, one of which I completely rebooted. Anyway, next time starts part one of day five. Yes, part one. Because let's face it, with everything that happened that day, there is no way in hell I can get it out and about in just one chapter. It's true, and we all know it.**

**Also, I have a bit of Ben 10 news in regards to the reboot debuting in October, we've been given rebooted Ben's 10 original forms. It's seven of the Omnitrix originals with Wildvine, Cannonbolt, and a new form called Overflow replacing Wildmutt, Ghostfreak, and Ripjaws. Personally, I wish they kept Wildmutt, but hey let's see where it goes. I might add Overflow to the lineup after he debuts. Maybe, I'm not saying yes or no. The only reason I'm saying that is because I have no idea what he looks like.**

**Anyways before I go, I have a quick question for all of you, what Omniverse or Ultimate Alien form of Ben's would you like to see make a return during Day five? Leave a review, and I'll see what I can do.**


	15. Chapter 15

**Ben 10: Guild Mage**

**Chapter 15: Day Five Free-For-All Part 1: Glory to the King**

"Let me go!" Natsu demanded, ready to start something on fire. It had been just under half an hour after Lucy had been taken by Darton, and needless to say, everyone in Fairy Tail was pissed. Natsu was more upset as usual, so Erza tied him to a post. Makarov was deep in thought about the matter, and more specifically, Eon. If this Eclipse contraption could time travel, why would a being who could time travel himself want it?

"Blowing a gasket isn't going to get the lass out of jail." Devlin added annoyed. "Although you're right to be mad son."

"He's far from the only one." Ben admitted. "We have to do something."

"And we will Ben." Devlin explained. However it was clear, Devlin didn't mean Ben. "You have to worry about day 5."

"I'm not forgetting about Lucy." Natsu shouted in anger.

"Not what I'm saying." Devlin explained standing up. "We attack on two fronts, one team will continue to make an appearance in the games, the next will join myself and Natsu in rescuing Lucy."

"Wait, Natsu's apart of Team Fairy Tail with us." Grey reminded.

"True, but you said it yourself the boy was drained of his magic mid-battle." Devlin said, raising a finger. "We just use that as an excuse to sideline the fireball, and someone else can take his place." Everyone got interested. "This way the higher ups don't realize somethings wrong while we make our move."

"I volunteer to take Natsu's spot on the team." Juvia said, quickly running in front of Devlin.

"Love the enthusiasm." Devlin admitted with a smirk. "You're a grade-A team player." Juvia smiled at that, allowing the cover of wanting to be near Gray.

"So what, we go in guns blazing?" Natsu asked, getting interested.

"Of course not, we go in through the front door." Devlin smirked. Mavis stepped in, having a similar smile on her face.

-The next day-

The eight teams were assembled throughout the town of Crocus, with several lacrima visions keeping tabs on everyone. However it was clear everyone was confused of Natsu's absence.

"This is going according to plan." Makarov smirked.

"Alright everybody, let's begin the final day of the Year X791 Grand Magic Games!" The third announcer, Mato said excitedly.

"This challenge is simple, defeat your opponents throughout Crocus." Chapati explained. "If you run into somebody, you must fight. Each team is to decide a team leader. Now every mage in the city is worth 1 point after a defeat, while the team leader's defeat is worth 5 points."

"Whoever has the most points wins the games." Yajima said. "And don't worry about damages done to the city, they'll all be magically repaired after the fights."

"Alright everyone, just like we planned." Team leader Erza said with a smile.

"Let's do this." Ben said, putting his hand in the center, revealing the Omnitrix was now outfitted with the DNA relay sequencer. The others followed suit, piling them on top of Ben's.

"3-2-1, It's Hero Time!" Everyone of team Fairy Tail, including Gray said in victory as the bell rang, signaling the event. However everyone was shocked to see Fairy Tail standing still.

"What are they doing?" Chapati asked confused. It was here, however, the mages started scoring points. Toby and Yuka doubled teamed Nobarly, taking him down, while the Trimiens took down Beth and Arianna. At the same time, Team Savage Claw lost Silver and Ally to Jura, while Impact had beaten team leader Ichiya almost instantly.

"Is Fairy Tail even aware the events have started?" Mato asked confused.

Yajima on the other hand chuckled to himself quietly. "Only she could have thought of this."

"All according to plan." Mavis smirked victoriously.

Makarov chuckled to himself. "They didn't call her the Fairy Tactician for nothing."

"Fairy, what?" Asuka asked confused and interested.

"During her time alive, Mavis was a big help in the Second Trade War." Makarov explained to the young girl. "She thought ahead of the opponents several moves ahead."

"First Master is so awesome." Asuka said with stars in her eyes.

"Right on time." Ben said, pointing to the sky, seeing the familiar sight of Rufus's Falling Star spell.

"Scatter!" Erza demanded, as they all dashed away. Now was the time to strike.

Ben made his way down the street, with Mavis's words lingering in the back of his head.

_"Knowing Excalibur's Glory, they're going to want to fight as a single unit in order to cement their lead," Mavis explained. "Given how many times you've transformed Ben, they will more than likely target you first." She then began to hold a pose like a professor giving a lecture. "There is a 94% chance Razor will attack first followed by Tyler, your best bet is to destroy that rose and hope he doesn't have backups."_

"Let's hope Mavis is only half right." Ben muttered under his breath.

"Going somewhere Tennyson?" Patti asked sarcastically. Ben turned on his heel to see the prism magic user on top of a light pole.

"Yeah, to kick your butt." Ben quipped. "Now where are the rest of your pals?"

"I don't know what you're talking about." Patti bluffed horribly. Ben spun on his heel to avoid one of Razor's attacks.

"Ok, how the hell did you do that?" Tyler demanded coming out of an alleyway dragging Aaron. Razor was coming down the street angry as well.

"I know a guy." Ben shrugged, going for the Omnitrix.

"No matter," Tyler began, placing his rose into the ground.

"She is good." Ben thought, activating the Omnitrix, becoming Dreadwood. He extended his arm, which was now a three pronged claw, and uprooted the rose.

"Sorry, but I can handle my own landscaping, thank you very much." Dreadwood quipped.

"How?" Tyler began, only for Patti to step in.

**"Prism Fury, Luminous Spike!"** Patti shot a shining ray of light at Ben. His response was a slap to the Omnitrix disk, replacing Dreadwood with Chromastone.

"Thanks for the power boost." Chromastone smirked, releasing a massive energy shockwave, knocking Tyler, Patti, and Razor back a ways.

Aaron then timidly walked in front of Ben, trying his best to hold a fighting pose. "I'll, I'll be your opponent."

"The poor boy's shaking like a leaf." Makarov noted silently.

"Dude, be honest." Chromastone asked honestly. "Do you even want to be here?"

Aaron's stance faltered a bit, as he looked down in shame.

"Of course that nimrod does." Patti said standing up. "He doesn't have a choice since the master owns him." Aaron looked at her surprised. "What you didn't think a few missions and you were free to leave did you?"

"The master has plans to iron brand your hide practically." Razor said sadistically.

"You guys are great friends." Chromastone said sarcastically.

"Truer words were never spoken Tennyson." Vic said finally arriving.

"You talk?" Ben asked confused. "I was starting to think you were mute."

"I'll give you that." Vic said as his hand was raised. A dark energy sphere then covered the area around the six competitors. Effectively, they were now cut off from the rest of the games.

"Damn it Victor." Kaiser groaned in annoyance.

"Vic, what are you doing?" Patti demanded. "This isn't the way Excalibur's Glory works fearless leader."

"Then it's a good thing I was never a part of your sham of a guild then isn't it?" Vic asked sadistically.

"Wait, what?" Chromastone asked confused.

"I am a proud member of Succubus Eye." Vic tore off his right arm's armor revealing a purple eye like guild mark. "I just faked being in your stupid guild for our recruitment drive."

"Recruitment drive?" Tyler asked confused.

"Every year during and after these stupid games, someone loses their way for power, and their drive to win pushes them to join Dark Guilds, not just my own." Vic explained sounding more and more sadistic with each syllable.

Ben then decided to break the tension a bit. "Out of curiosity, how many were from Sabertooth?"

"I can't answer that properly." Vic admitted truthfully and sheepishly. "Succubus Eye gets a few yes, but after the fall of Oración Seis and Grimoire Heart, it's really hard to keep track of all the dark guilds out in Fiore."

"So you think you can turn on us?" Razor demanded angrily turning his hand into a blade.

It was here, Vic lowered his head and chuckled darkly. "You still don't know what my magic is, do you?" This got everyone's attention in fear. "It's Absorption, where I can add the strength of other mages to my own, just like I added Burst's to my own!"

"That was you?" Chromastone asked confused. "Aw man, this just got worse."

"Uh, what?" Razor asked confused.

"You don't mean." Aaron gulped horrified along with Patti, his gaze never leaving the dark guild members appearance.

Vic nodded once with a vile grin on his face. "That was me, and now **IT'S PAYBACK TIME TENNYSON!"** Vic soon began to grow into the large purple demon Ben fought after the second day.

"My neck!" Patti screamed in agony, dropping to her knees, as did Tyler and Razor.

"What's, happening, to us?" Tyler groaned in agony.

"I slapped some of my absorption seals on you twits while you slept." Vic growled as he got bigger. A flaming dagger then appeared out of his right backhand. "It lets me absorb my victims long distance, not as much mind you." His left shoulder was covered in a network of roots with a rose coming out of the top. "But it gets the job done all the same." His eyes and runes were now glowing in a similar pattern to that of Patti's attacks. As his transformation finished, the other three Glory hogs passed out from having the

"Aw man." Chromastone groaned.

"But why don't I have one?" Aaron asked confused.

"Because, my powers don't work on slayer magic users." Vic said, grabbing Chromastone and tossing the alien to the side. "Those idiots that attacked your hometown, didn't summon Zeref, they summoned Acnologia, who destroyed Rowanfield." This caused Aaron to panic. "However it turned out the attack had left behind a dragon lacrima crystal, the one that idiot Octavius implanted into you, making you a Chaos Dragon Slayer." The behemoth then took several steps towards the apparent second generation dragon slayer.

"Chaos?" Aaron asked confused, taking several steps back, then remembered hearing the term before. Chaos magic was essentially the ability to control the concentrated energies lying within ethernano. But to actually control Chaos magic was a next to impossible feat.

"Now, if you don't mind." Vic raised his flaming blade to his eye level. "I'll take that lacrima myself, one way or another!" He pulled his arm back, only for a large piece of the street to be tossed at Vic's head.

"Sorry, but I think he kind of needs it." Humungousaur said, punching Vic in the face, sending him flying. "So you played along, just so you could become a dragon slayer?"

"I've absorbed hundreds of mages, but such lost magic would make me unstoppable!" Vic growled, recovering from the blows to his head. "And the Omnitrix won't hurt either." Vic lunged at Humungousaur, interlocking their hands in a powerful struggle.

"Let me guess, Guiding Light?" Humungousaur asked sarcastically.

"No, Eon was manipulating Kaiser the whole time for some stupid project of his." Vic said, shooting an energy blast into Humungosaur's face. The blast sent the Vaxasaurian flying.

Ben rolled to the side, as he changed back to human. "Ok, you're going to be tougher to beat then I originally thought."

"Yeah, I get that a lot." Vic smirked, swinging his left arm, which was now a root like tendril.

Kagura slammed her sword into Yury, ending him after defeating Toby, her glare never wavering.

"What's with her?" Sting asked, after easily beating Bacchus. He hid in an alley after seeing the destructive rampage of Kagura. She had defeated Silver and the other two trinity blasters almost instantly. "Tennyson, whatever you did, I so don't envy you."

Meanwhile, across town, Minerva was blocking every sword swing Impact was unleashing on her. "Such a slow tactic won't hurt me."

"Fair enough sweetheart," Impact admitted, jumping back a bit. He then reached for his eyepatch. "It's time to get serious." Impact removed the piece of cloth, revealing a large purple stone where his eyes should be with a complicated rune on it. "This little marvel allows me to slow down time around my opponents."

"What?" Minerva asked confused. Her answer was Impact reappearing in front of her almost instantly. With a mighty blow to the stomach, Minerva was sent flying.

"Told ya, and to be honest, I hate your guts." Impact said sadistically. In a furry of attack, Minerva was hit over and over by the constantly disappearing and reappearing Impact.

"Only one shot." She thought, raising her hand, and conjuring some energy. Impact flashed into Minerva, only for the mage to vanish on the opposite side of her.

"What in blazes?" He questioned. Minerva then dealt a powerful blast to his back, knocking the team leader Impact out of the tournament.

"I would have taken longer, but I have a more important match awaiting me." Minerva said sadistically. She turned intent on finding her next opponent. While walking, she stumbled onto the defeated body of Jenny. Noticing the wounds, Minerva smirked knowing she was on the right trail.

Ben leapt over Vic's attack as an assortment of flaming knives landed near him. "Dude, get a life."

"Poor choice of words Tennyson!" Vic cackled, releasing an energy blast from his mouth. As Ben dodged that attack he tried for the Omnitrix again.

"Not cool." Ben groaned, as the device didn't activate. "Even less cool." Ben was then blasted into the same alleyway Aaron was hiding in.

"Ow." Ben groaned, sitting up. He turned to see Aaron holding his head, crouched in between some trash cans, and hyperventilating. "Aaron, you ok?"

"No, no I'll never be ok." Aaron paled in horror. "I'm a monster."

"You honestly believed him?" Ben asked confused.

"I have a fragment of something Zeref created, of course I'm a monster!" Aaron shouted in horror, tears rolling down his face.

"Gotcha!" Vic smirked, raising his fire blade.

"Move!" Ben ordered, grabbing Aaron by the wrist and going further into the alleyway. "Look, I kind of know what you're going through, one of my forms has actually come out of the Omnitrix and tried to take over the world more than once." Aaron looked at Ben oddly as the dimensional traveler continued his story. "Have I ever used Ghostfreak again after that, yes, but it took me over six years before I could use it properly." He paused, pulling Aaron to the side, as Vic fell into the river. "Just having your powers doesn't make you a monster, it's how you use it that decides it." It was here Ben asked one question, which solidified Aaron's resolve. "I choose to fight for my friends, what do you choose to do?"

"I choose, to fight as a dragon slayer, not as an Excalibur's Glory mage." Aaron said, hesitant at first, then giving a weak smile.

"Ah, how touching." Vic sneered. "But it still won't save either of you."

"Oh trust me, it just might." Ben said, tapping the Omnitrix's faceplate. Ben paused a moment, seeing four new icons. _"This thing must have taken some heavier_ _damages than I thought if I missed that."_ Ben thought, turning to Aaron. "You got my back?"

"We got each other's." Aaron said, as he did, bluish green energy built up at his hands.

"Good answer." Ben tapped the Omnitrix faceplate again, bringing up the core. He slapped it down becoming a blue and black slim feline like alien with a blue Fairy Tail mark on his left shoulder with the Omnitrix disk on his chest. "**FASTRACK!"** At incredible speeds, Fastrack rushed at Vic, delivering a powerful punch to his face.

"Hope this works, **Chaos Dragon Roar!"** Aaron released a powerful energy blast from his mouth, which landed right on Vic's stomach.

"Ok, my aim is horrible." Aaron admitted. "I was aiming for his face."

"Don't complain, just rush him." Fastrack ordered. The feline like alien then ran at high speeds, jumping then slapping the Omnitrix disk. In a flash of emerald light, Fastrack was replaced with Slam Tail. The lemur used the momentum and lived up to his name, slamming his tail into the side of Vic's wood covered arm, reducing it to splinters. The demonic transformed mage then rolled with the blow, ending up on his back.

"Charming." Vic smirked, slowly getting up. As he did, his wooden armor regenerated, this time for both arms. As this happened, his horns ignited with a deep blue flame, while he had two dark grey blades on the back of each wrist. "But the longer this fight prolongs, the stronger I get."

"Well then, I'll just have to sever your connection with some Feedback!" Slam Tail slapped the Omnitrix disk. However instead of the conductoid, it was a large gorilla like form made up of red, yellow, and blue lego building blocks with black lines all over. He had a white Fairy Tail mark on the back of his head, and the Omnitrix disk on his chest.

**"Bloxx?"** Ben asked confused, then sighed. "I really need to stop calling out their names first."

"Is that suppose to scare me Tennyson?" He swung his arms, releasing a flaming shockwave. However Bloxx stretched his arm to the side, allowing him to grab a light post and pull himself away.

"No, but it can save me." Bloxx quipped. His back then shifted forward, creating cannons which released a barrage of building blocks at Vic. The impacted blocks exploded on contact, pushing the amalgamated demon back several feet.

**"Chaos Dragon Anchor!"** Aaron clasped his hands together, and swung releasing a massive energy construct that nailed the dazed Vic.

"How did you know that would?" Bloxx asked impressed.

"Lucky guess," Aaron shrugged nervously.

Vic then got back up, getting evidently angrier. "Well you're luck better stick, we're going to need it." Bloxx pointed out.

"No comment." Aaron said in shock.

"The more forms you transform into Tennyson, the more you interest me." Vic admitted, walking forward. "I look forward to absorbing the life right out of you." Vic pulled his head back, releasing a torrent of flames at the two. Both Aaron and Bloxx dashed out of the way on either sides of the fires. However, Vic's words did give Ben an idea on how to stop him.

"Poor choice of words Vic." Bloxx quipped, slapping the Omnitrix disk. In place of the gorilla was what one would call a ghost. It had one eye that was in a large black vein that travelled all over the alien's body. Chains connected to his body by a series of green manacles around his chest, wrists, and neck. It had an Omnitrix disk in his vein, with a pumpkin orange Fairy Tail mark on his left wrist manacle.

"Now I'd like to introduce you to one of my first forms, **Ghostfreak."** The alien said in a ghastly tone.

"That's Ghostfreak?" Vic asked confused.

"No more chances for you Tennyson." Vic raised his hands as a rune circle appeared in both of them. "I'll just take the Omnitrix myself, Absorption Beam!" A red energy beam was unleashed, covering the ghost like alien causing him to disappear.

"What?" Vic asked confused. "I didn't absorb anything from him, that never happens!"

"Hello," Ghostfreak said, reappearing right in Vic's face. "I'm a ghost, no life energy to give!"

"What?" Vic demanded.

"That actually makes a lot of sense." Aaron admitted.

"But you know what they say," Ghostfreak quipped before turning intangible and phased into Vic's body. "Possession is nine-tenths of the law." It was here, Vic's body began to shake violently.

"Not cool." Aaron turned heel and ran from the Succubus Eye member. A massive discharge of light erupted straight into the sky, piercing the dark energy dome.

"What in blue blazes?" Makarov asked confused.

Kagura saw the beacon of light, and knew where to go. Her eyes turning into a violent rage, the Mermaid Heel member charged forward.

Ghostfreak then phased out of Vic's body, holding Burst fireman carry style. "So surprised to see you alive." Ghostfreak left Burst on the ground as the Omnitrix timed out, turning him human, just as the dome vanished.

"What the hell?" Kaiser demanded, seeing four of his elite warriors defeated, as well as a massive purple monster. His eyes then widened in shock, seeing it transform back into Vic.

"Holy Moly!" Mato shouted in surprise.

"In more ways than one," Chapati agreed with the same level of shock. "Burst is back, Vic is from Succubus Eye, (Several Lacrima visions had zoomed in on his guild mark) and Ben Tennyson has defeated four members of Excalibur's Glory!"

"No he hasn't." Patti said weakly, as she, Tyler, and Burst weakly stood up.

"You're stupid watch has used up too much power, you have nothing left to stop us Tennyson." Tyler commented exhausted.

"You know what else I have?" Ben asked rhetorically.

"What?" Razor demanded. It was here Ben dealt a powerful punch to Razor's face, a roundhouse kick to Patti's midsection, and a judo chop to the back of Tyler's neck.

"I also have a cousin with nine year of Judo under her belt," Ben smirked at the fallen members of Excalibur's Glory. "And she was more than welcome to share the knowledge."

"How in blazes?" Octavius demanded surprised. He then realized something. "Aaron will have no choice but to continue."

Aaron then took a deep breath, and ripped off the crest on his armor. He threw it at the defeated form of Razor. "I hated you most of all." Aaron admitted, turning to leave.

"Well, if I didn't know any better, I'd say Aaron just quit Excalibur's Glory, giving a grand total of nine points to Team Fairy Tail." Yajima explained.

"Impossible!" Kaiser shouted mortified. It was here, he heard a strange click noise, almost like a camera. "What was that?"

"I got it." Mavis smirked, holding Ben's phone in victory, showing Fairy Tail the photo she took. Ben left it behind at Mavis's request. He just figured she wanted to beat more Angry Birds levels.

"Ha ha, that's what he gets for scaring my little girl." Alzack said in victory.

"Well, now that that crisis is dealt with." Ben said with a sigh of relief as Rune Knights came and arrested Vic, while medics hauled the other four away. It was here a massive magical pressure slammed into Ben. He slowly turned around to see a very angry Kagura.

"Ben Tennyson, I'm going to kill you!" She declared, pulling Archenemy out of its sheathe.

"Aw man." Ben gulped horrified. "What did I do?"

Meanwhile, over by the front gates of the castle, Mercurius, two guards were hauling Natsu, Wendy, and the three Fairy Tail exceeds over to three other guards.

"Sorry to bother you, but we caught the five trying to break into the castle, something about a friend." The first guard said.

"Well then, send them to the prison already." One of the three ordered. He then turned, and unlocked the doors to the dungeon.

"Right then." The second guard said, passing through the door. The five Fairy Tail mages smirked at their captors. Under their disguises, Mira and Devlin did the same.

"Hang on Lucy, we're coming." Natsu thought determined.

**-Grand Magic Game Scoreboard-**

Fairy Tail remaining mages 5 Points Earned: 10 Present Score 104

Excalibur's Glory remaining mages: 0 Points Earned: 0 Final Score: 82

Sabertooth remaining mages: 5 Points earned: 10 Present Score 76

Mermaid Heel: remaining mages 2 Points Earned: 2 Present score: 70

Savage Hunter Remaining Mages: 0 Points earned: 5 Final Score: 65

Lamina Scales Remaining Mages 3 Points Earned: 3 Present Score: 63

Blue Pegasus: Remaining Mages: 3 Points earned: 1 Present Score: 50

Sissy Puppy Remaining mages: 1 Points Earned: 0 Present Score: 34

**-Omnitrix Data Base-**

Species Name: Segmentasapien

Hero Name: Bloxx

Home world: Polyminus

Abilities: Shapeshifting, Regeneration, Stretching, Enhanced durability, Enhanced Strength

Bio: Creatures with the ability to shapeshift, even into complex machines, Segmentasapiens are one of the oldest documented species in the universe. They are considered the literal building blocks of their home world, having the ability to change into the architect of the planet to hide better. In actuality, no one knows what a Segmentasapien really looks like.

Species Name: Ectonurite

Hero Name: Ghostfreak

Home world: Anur Phaetos?

Abilities: Intangibility, Possession, Invisibility, tentacle creation, space survivability.

Bio: Not much is known about the ectonurite species. In fact the home world, Anur Phaetos is considered a myth, some believe it to be nothing more than a gaseous nebula, while others think it is an alternate dimension. However, many will agree that the species cannot survive any form of bright light, which will vaporize them. Regardless, the concept of life and death between Ectonurite's and the rest of the universe is entirely different. It is possible to revive an ectonurite after it has been reduced to ashes.

**And here's part one of day 5. Man am I surprised on how quickly I got that up. Alright a few things before I go, 1) I've already chosen the last two aliens Ben has unlocked. One is from Omniverse, the other is from the original series. Second, next time out, we'll finally learn who the mystery girl is. I still can't believe no one guessed who she is. Third, we'll see more of Aaron's realizing his powers, just hold on tight.**

**Anyways, leave a review, and I'll see you next time.**


	16. Chapter 16

**Ben 10 Guild Mage**

**Chapter 16: Day 5 Free-For-All Part 2: Memories of Future Past**

**AN: OK, how do so many people get this wrong on who the mystery girl is. I wasn't diverging that far off the manga/anime.**

Kagura swung her sword, aiming at Ben's neck, who barely dodged the anger infused attack. Ben rolled to the side, seeing the destruction Archenemy caused. Several buildings had been leveled, all in the same swing.

"So glad I'm not paying for that." Ben mumbled.

"Die Tennyson." Kagura ordered, her fury still rising. She swung her blade reducing the building Ben was in front of as he dodged it.

"What is your damage?" Ben practically begged.

"You knew where Jellal was the whole time." Kagura said, visibly mad, angry tears running down her face. "And you manipulated me to save his ass."

"Manipulated?" Ben asked confused. He then realized what she meant. "Whoa, it wasn't like that, why do you want him dead anyways?"

"Surely Erza mentioned Simon, the man Jellal murdered." Kagura demanded her tears then rolled down her face faster.

"Simon?" Ben asked confused. It was then, he remembered. Simon was another resident in the Tower of Heaven. A longtime friend of Erza, Simon took the blow that would have killed Erza Jellal was going to use on her.

"Yeah, she mentioned him but-"Ben began, only for Kagura to interrupt him angrily and clearly hurt.

"HE WAS MY BROTHER, AND THE ONLY FAMILY I HAD LEFT!"

"Oh." Ben said, getting the idea nervously.

"Now, I'm going to kill you for using me, and hiding that monster!" Kagura declared, pointing Archenemy at Ben.

"Can we talk about this?" Ben asked nervously.

"No." Kagura said firmly. She rushed at Ben, full speeds, while Ben quickly went for the Omnitrix, becoming Diamondhead. Kagura slammed her sword into the diamond hard skin, sending him flying through three buildings. When the smoke cleared, Diamondhead was on his back, with cracks on his arms.

"Well, that hurt." Diamondhead groaned. Kagura then reappeared several feet in the air, diving down to the alien.

"Aw man." Diamondhead groaned in fear. He quickly created a large diamond dome around his body, just as Kagura landed, cracking the dome.

"Does it help if I say I'm sorry?" Diamondhead asked confused.

"I don't want your apology, I want you dead!" Kagura bellowed, tears in her eyes.

"The first master didn't predict this." Freed commented. "Perhaps she isn't as good as she -." Only for the other members of the Thunder Legion to grab his mouth and point at Mavis.

"My prediction was wrong?" She asked confused, before she started to cry.

"First master, don't cry." Asuka said, sad for her. Everyone else was surprised by the turn of events.

"I'm not crying, not crying." Mavis insisted, tears still coming.

With one mighty swing, Kagura shattered the dome as an emerald light engulfed Ben. However she didn't realize this, and continued her attack stabbing the dimensional traveler, only to hear a squishing noise instead. "What?"

"I was going for Spectrum, but Goop works too." The alien slime said incredibly grateful.

"If memory serves, that's the form Gray was trapped as." Makarov noted, showing signs of relief. The aged guild master noticed Ben's transformation was near identical to Gray's except for a black Fairy Tail mark on the UFO.

Quick as ever, Ben wrapped his entire body around Kagura's, binding her in slime, putting Kagura on her knees. "You ready to calm down?"

"Never." Kagura shouted infuriatedly. She pumped her gravity magic into her body, sending Goop flying in all directions. Kagura then began to breathe heavily, seeing Goop's pieces reconstitute in one area.

"Come out at fight me like a man Tennyson." Kagura ordered, walking over to where Tennyson was. However it was here she narrowly dodged a powerful swing of Erza's sword.

"Who are you calling a man?" Titania asked sarcastically.

"Are you actually going to let her fight your battles Tennyson?" Kagura demanded.

"Only if she wins." Goop quipped, before slapping the Omnitrix disk on his UFO. In a flash of light, Goop was replaced with Fasttrack.

"I won't let you sully my brother's name any further." Kagura insisted.

"Brother?" Erza asked confused.

"You're old friend Simon." Ben answered.

"Simon?" Erza gasped surprised.

"Yes, Simon." Kagura shouted infuriated, "As if you forgot, betraying him to Jellal." Kagura then seemed to calm down a bit, before continuing. "He was all I had left in Rosemary Village, but after those cultists from the Tower of Heaven kidnapped Simon, I thought I would never see him again." Her tears stopped, and were replaced by hatred. "But then Millianna told me he died, protecting you!" Kagura pointed her sword at Erza.

"Rosemary," Erza gasped. "No, it couldn't have been."

"Now, I'll kill you both!" Kagura shouted, charging. Erza blocked Archenemy with her own sword. However, Kagura broke off the attack, dodging Fasttrack's attack.

"I don't want to fight you Kagura, but I'll have to knock some sense into you." Fasttrack insisted.

"So be it." Kagura said firmly, as she charged at the two.

In her private booth, Princess Hisui was watching the events unfold on the lacrima vision. Quietly she observed the fight between Ben Tennyson, Erza Scarlet, and Kagura Mikazuchi. It fascinated her how series the battle had become, unlike one fight in particular.

Juvia and Shelia were bopping each other on the head repeatedly.

"I won't let you lead Lyon astray!" Shelia declared.

"I already told you twerp, I only have eyes for Gray!" Juvia shot back. The two then proceeded to push the other at the face.

Meanwhile near the library, Gray walked in to see Rufus, calmly sitting down reading a book.

"I've been waiting for this you cocky jerk." Gray said firmly.

Rufus closed the book he was reading, and gave a victorious smirk. "Funny, I don't remember you stood much of a chance against me."

"How about you stop talking so I can knock you out?" Gray ordered, slapping his hands together. "**ICE MAKE: LANCE!"** An icy spear shot out at Rufus who nimbly dodged it.

"Memorized." Rufus smirked victorious.

"Alright, try this, **ICE MAKE: IMPACT!**" Gray created a massive ice drill/hammer combo. One again, Rufus dodged it.

"Memorized."

"What are you mumbling about now?" Gray demanded.

"I can memorize any magic I see, and use it to my own power." Rufus explained. "For example, I've memorized your ice, and Orga's lightning, put them together and you get, **Memory Make: Sword of Frozen Black Lightning!**" A powerful electrified wave of ice drove against the ground, right into Gray.

"Now, **Memory Make: Shrine of the Turbulent Fang!**" Rufus swung his hands, and released an assortment of tornadoes at the recovering Gray.

"Ice Make: Shield!" An interlocking series of ice blocks covered Gray's position.

"Memorized, and now I forget it." Rufus smirked. As he did, the shield vanished, allowing the wind attack to hit Gray at full strength.

"Memories are a powerful weapon." Rufus explained, as several opened books appeared before him telepathically. "The more I memorize, the more powerful I become." Rufus then quickly read the spells before him.

"Now then." Rufus shouted excitedly. "**Memory Make: Line of Ancient Master Swordsmen!**" A series of knight armor like constructs made of ice charged at Gray, knocking him over again and again.

"I don't remember having such fun." Rufus laughed victoriously.

"Shut your damn mouth." Gray ordered, talking off his shirt. "I told you before, I'm going to beat you."

"And how do you plan on doing that, I've memorized everything you've done." Rufus asked sounding smug.

"Because I have something better than memory, experience." Gray bellowed, confusing Rufus a bit. "The pain I've been through, not just physical, but emotional." Thinking back to when he fought Ultear on Tenrou Island, losing Ur, fighting Leon on Galuna Island, that whole thing with the Infinity Clock. "And it's because of that, I'm going to plow through that horrible memory of yours and win."

"What was that?" Rufus demanded mad.

"Evidently, you forgot about this mark on my chest." Gray said, pointing to the mark on his chest. "And I sure as hell won't lose to the same opponent twice." He slapped his hands together. "Now **ICE MAKE:**"

"I'll memorize it instantly." Rufus said, putting a finger to his temple.

However, Rufus's victorious smirk quickly turned to utter shock at what Gray did next. "**UNLIMITED!**" Gray had created a swirling circle of ice weapons, constantly moving around his body.

"Impossible, my memory can't keep up." He said surprised.

It was here, Gray finished his technique. "**ONE SIDED CHAOTIC DANCE!**" The blades all charged at Rufus, covering him in a block of spiked ice.

"Memory Make, Karma of the Burning Land." Rufus then melted his way out then launched a stream of magma at Gray. "A shame you can only use ice powers."

"What the hell did I just tell you about experience?" Gray asked with a victorious smirk. "**ICE MAKE: ICE BRINGERS!**" Gray created a pair of ice swords, effortlessly walking through the magma, surprising Rufus. "I've experienced flames far more powerful than that!" Crossing the blades, Gray performed a powerful slash on Rufus, knocking him and his hat out.

"Told ya." Gray said smugly, picking up Rufus's hat, and putting it on himself, earning one more point to team Fairy Tail.

Meanwhile, Minerva grit her teeth in absolute anger, dealing with the Trimiens, the remains of team Sissy Puppies, and Jura. "We're losing members fast."

Princess Hisui smiled at the results. However her attention was shifted elsewhere, seeing Darton walk in with a series look on his face.

"You're Majesty." He said curtly.

"Minister, I'm surprised to see you here." Hisui admitted.

"I've had a very interesting conversation with someone recently." The man admitted, referring to Paradox. "He and I both agreed that Arcadios couldn't have been acting alone in his scheme to kill Zeref in the past."

"You are correct." Hisui admitted. "For it was I who ordered Arcadios too."

"Princess, why?" Darton asked confused.

"To save us all." The princess began, standing up. "Before the games this year, a being from the future appeared before me, initially I was skeptical, but he proved me wrong." The princess then looked down in fear while Darton looked at her in shock. "This traveler came from 7 years in the future, where a herd of dragons reduced mankind to 10% of what it presently is today, and only using the Eclipse Gate can we succeed."

"That's if the accursed thing works." Darton reminded.

"It does, I used the twelve keys last night." The princess said, remorse in her tone.

"What?" Darton asked confused.

"We are done here." The princess ordered, noting her guards to remove the minister.

"You're majesty, please reconsider, there must be another way." Darton begged as the guards grabbed the smaller man.

The princess just continued to watch the games, unfazed by the minister's pleas.

"You know." The princess then turned around in confusion, seeing Professor Paradox standing where the guards and Darton once did. "The whole with age come wisdom thing, you should really listen."

"Who are you?" Hisui demanded.

"Professor Paradox, time traveler." He said, popping a gumball in his mouth. "And he is right though, the Eclipse gate is more trouble than it's worth, besides it has long since served its purpose."

"This must happen." Hisui insisted. "If not, we can use the Eclipse Cannon."

"Cannon?" Paradox asked confused.

"Yes, the Gate doubles as a cannon." Hisui explained.

"No, it doesn't." Paradox said flatly. "Whoever told you that clearly has something else up their sleeves."

"This is our only option." Hisui demanded.

"Well, if I can't convince you, let it be known sometimes the best intentions have the worst outcomes." Paradox said grimly, and then he cheerfully said. "Tootles." He then vanished in a flash of light.

Hisui paused a moment, thinking about what the man had said, only to turn, seeing an alarm go off. "No." She thought, knowing right where it was for.

Lucy lay in her cell, thinking about this whole time travel nonsense, when she heard a knock at her cell. "Sorry love, but we've got to evict you from your lovely apartment."

"Devlin." Lucy said, happy to see a friendly face.

"Come on kid," Devlin said, holding a hand up and blasting the cell. "Let's get you out of here." At the same time, Natsu melted the bars to Yukino's cell.

"Where's Arcadios do you know?" Devlin asked Yukino.

"I believe he's in the other room." Yukion admitted, confused by the man's question.

"Good, we need to have a chat with the man." Devlin said firmly, cracking his knuckles.

"Found what's left of him!" Wendy said from the next room. Everyone ran in to see Arcadios beaten quite a bit. He had a large bruise on his face with his armor dented in various places. It was here, they noticed a jade amulet around his neck.

"Wow, love the loyalty around here." Natsu smirked.

"Karma at its finest." Devlin agreed.

"It wasn't a member of the court that did this to me." Arcadios said weakly. "It was someone with black armor, wanting information on an intruder."

"He must mean Eon." Lucy summarized.

"What intruder are you talking about?" Pantherlily asked confused.

"The night of the third day," Yukino explained. "Someone with abilities near identical to that of Ben Tennyson's attack the castle and destroyed a large generator that was in the castle, no one had ever seen before."

"Why, what did it power?" Carla asked confused.

"The Eclipse Gate," Arcadios admitted, as he was weakly brought to his feet by Devlin. "Someone was trying to accelerate its power."

"Probably somebody's way of saying, don't use it." Natsu commented. It was here, a trap door opened up beneath them, falling into a cavern.

"Ow, that hurt." Lucy groaned.

"Intruders, welcome to Abyss Palace!" The rescue team looked up to see the princess on a hologram. "Know this, you will never escape your due punishment."

"Lovely lady." Devlin commented.

Back in the battle, Ben, now as Humungousaur, was crawling out of the debris Kagura covered him in. "Well this is going fabulously." Ben turned to see Kagura and Erza constantly clashing swords at incredible speeds.

"I won't let you dishonor my family name anymore!" Kagura shouted, jumping back. She swung her sword with unrivaled strength. Erza quickly requipped over to her Adamantine armor, the armor she possessed with the highest defensive capabilities. Instinctively, Erza put her shield in front of her body. Much to everybody's surprise, Archenemy destroyed both the shield and part of the armor.

"Not even Phantom Lord's Jupiter Cannon could do that." Levy said astonished.

As Kagura approached quickly, Erza quickly requiped into her Heaven's Wheel armor, intent on blocking the attack. However much to the three combatants' collective surprise, an energy ball appeared before the two girls and a familiar pair of arms stuck out of them, pushing them to the side.

"Oh don't tell me." Humungousaur groaned, as Minerva came out of the sphere.

"Now why did you have to start the party without me?" Minerva cackled venomously.

"Joy, I thought this day couldn't get any worse." Ben groaned.

"Leave, my battle is not with you." Kagura ordered, pointing her sword at Minerva.

"Really, well then," Minerva swung her arm, revealing a pocket dimension, now holding the suffering Millianna. "How about now?"

"Millianna!" Kagura, Erza, and Ben shouted in horror.

"So, who want's some?" Minerva asked victoriously.

Her response was an emerald flash, and being tackled to the ground, a powerful grip now at her neck. "Now let me tell you something Minerva Orlando!" Rath roared. "You've hurt people for the last time, or so help me Rath will go all Rath on you!"

"That doesn't make sense." Minerva choked.

"I KNOW!" Rath bellowed, tossing Minerva to the side.

"Thank you Ben." Erza said, as Kagura charged again.

At the same time, Aaron walked through the halls of the Domus Flau. However he was now wearing a blue t-shirt, jeans, and sandals. For once in his life, he felt calm.

"There you are!" He turned to see the angry Octavius Kaiser. "What the hell do you think you're doing!"

"I think, I quit Excalibur's Glory." Aaron shot back.

"You can't quit, I own you!" Kaiser shouted infuriatedly.

"At what point were you going to tell me about the lacrima you put in me?" Aaron demanded.

"Uh, what lacrima?" Kaiser demanded, trying his best to sound surprised.

"Vic told me." Aaron answered.

"Damn him, no matter." Kaiser then grabbed Aaron firmly by the arm. "I'll just take it back myself."

"**Chaos Dragon Blast Knuckle!**" Aaron punched Kaiser in the face with a powerful energy infused punch, sending the man flying.

"You, you dare strike your superior!" Kaiser demanded, only it was at this time, a powerful lightning blast covered Kaiser, causing him to fall unconscious.

"You started it moron." Laxus chuckled with Laki and Max at his side. In their collective hands were an assortment of snacks of all kinds.

"You know Porlyusica is going to kill you for not taking it easy." Laki commented.

"So, did I hear things, or are you a second generation dragon slayer too?" Laxus asked, walking over.

"Yeah, it's true, and comes from Acnologia." Aaron admitted sheepishly.

"Well, you coming or what?" Laxus asked rudely. Aaron smiled, instantly realizing Laxus was referring to joining Fairy Tail.

Meanwhile, at this time Happy had drawn up an escape plan, or what he said was an escape plan. Basically, he drew random images, including fish, and assumed everyone knew what it was.

"Happy, where are we going to get three orca, two narwhales and a mackerel in here?" Devlin asked confused.

"This plan makes no sense Happy." Carla stated flatly.

"This plan can work." Natsu said firmly. "In fact, it's downright brilliant."

"Thank you Natsu!" Happy said with tears in his eyes.

"STRIP!" They pointed at Lucy.

"What?" Lucy asked confused, holding her chest in anger.

"All the guards up there are men, duh, you can attract them." Natsu said, revealing he had several Sorcerer's Weekly magazines with Lucy and Mirajane in revealing bikinis.

"Oh, oh my." Yukino said red faced, taking several feet back.

"IT WAS FOR A PHOTO SHOOT, NOTHING MORE!" Lucy insisted.

"Oh child trust me, that will be the least of your problems." A chilling voice said. Everyone turned to see five strangely dressed people walk in. One of which tossed something out, slowly converting the ground to acid.

"Everybody move!" Devlin ordered, as everybody ran towards the edges. However Lucy, Yukino, Happy, and Carla were stuck in the room on some spires.

"How the hell did that happen?" Natsu asked confused.

"It's the Garuru Knights." Arcadios explained. "An independent assortment of executioners that work with the kingdom."

"And you are our next targets sinners." A voice said, getting Natsu and Devlin's attention. It was a man in red a black samurai noble like armor with two large bladed scythes on his back. The lower majority of his face was covered by a pointed red and silver mask. This man is the leader of the Garuru Knights, Kama.

"Sinners, what are you talking about?" Natsu asked confused. At this very moment, Makarov was reminded of the stacks of papers he had to fill out for all the property damages the guild has made over the years.

Kama drew his weapons and swung them right at the base of Natsu's neck. The fire dragon slayer barely dodged it. "You who defile the castle and the monarchy of Fiore to save a friend dare to ask such a thing?"

"You kidding," Devlin asked, pulling off his mask. "This bugger would spit in the very eye of God and laugh about it later just to save a friend."

"Hell, I'd do it to the devil too." Nastu agreed, activating his Iron Fists. The two charged forward, knowing they could win.

Wendy found herself in a trove of vines and exotic plans, while trying to stay awake strangely. Her opponent was clad in a pink suit dress and cap, giving her the appearance of a bud, complete with her purple hair. This master of plant magic is Cosmos.

"Now my dear, there's no point in struggling," Cosmos chuckled. "My beautiful plants will fill your lungs with a sleeping spore, and then you will be dealt with."

Wendy was about to rebuttal, when she fell to the ground exhausted. Cosmos then walked over and cupped Wendy's face. "Beautiful."

"Yeah, I get that a lot." Wendy chuckled, grabbing Cosmos' hand.

"What?" The Garuru knight demanded.

"It's called Re-Raise, and prevents foreign bodies from entering my body." Wendy jumped up and pushed Cosmos to the side. "Now **Shattering Light: Sky Drill!**" A shining vortex covered the two, cutting Cosmos off from the rest of her plants. It was here, Wendy shot a power beam of light at the woman, blasting her away.

Mira's opponent was Kamika, she was about an inch shorter than Mira with brown hair, wearing a blue sleeveless cloak with a gold trim. "Now fear the God of Poison, **Paper Blizzard: Green Dance**." A torrent of green confetti charged at Mira, releasing a noxious cloud of poison.

Mirajane soon began to cough as Kamika laughed. "Face it, you should never have foolishly challenged the kingdom."

"You're the fool." Mira said darkly, getting Kamika's surprise. Mira, in her Satan Soul form, was inhaling the green cloud. After she did, Mira menacingly licked her lips. "Poison is a demon's favorite snack!" With wings spread, Mira flew at Kamika with full speed.

Pantherlily, now in his battle form, dodged the acidic attacks of his opponent, Neppa. He was a rather portly man with a blond pompadour, and a black jacket with the words "ACID RULES" on it. Still with a glass bottle in his mouth, Neppa cackled. "Hold still kitty cat, my acid won't hurt that much."

"Strangely, I don't believe you." Pantherlily shot back, with sword in hand.

"Then try this, **Multi Angle Acid**." Purple acid bubbles then covered the cat, effectively ensnaring him. "Any final remarks kitty?"

"Yeah." Pantherlily chuckled darkly, as his sword sliced through the acid. "Don't underestimate Fairy Tail." He flew at Neppa, slashing once again.

Lucy, Yukino, and Arcadios were trying to dodge the attacks of the final member of the Garuru Knights, Uosuke. He was dressed in an open Hawaiian shirt with a fisherman's bandana on. Strangely, he was a great deal more relaxed looking than the other knights. However that clearly wasn't the case. As it turned out, Uosuke's magic could alter the terrain of the area he was in. At the moment, he converted the floor to a powerful form of lava.

"Run doggies run!" Uosuke cackled with a western accent.

"And us without our keys." Yukino shouted in fear.

"Ask and you receive!" A familiar voice shouted out. Everyone present turned to see Loke, in each hand were the girls' keys.

"Days like today make me glad you summon yourself." Lucy shouted happily. Loke tossed the satchels and the two caught them, climbing up to higher grounds, avoiding the lava. Arcadios on the other hand, wasn't so lucky.

"Commander!" Yukino shouted in horror. However everyone was surprised at what was happening.

"Arcadios can walk on lava?" Happy asked confused. Sure enough, Arcadios was running on the lava, however not without injury. His boots had long since been burnt to ashes, and his feet were scorched, until he made it to the end, unconscious.

"Wow, you are tougher than you look." Happy commented.

"How in the sweet name of sanity did you do that son?" Uosuke asked confused, however he still had a creepy smile plastered on his face. "No matter, time for a little **Terrain Effect: Sandstorm Strike!**" A massive wave of sand engulfed the area, replacing the lava.

"This sand will strip you bare!" The man cackled.

"Wanna bet, **Open Gate of The Scorpion: Scorpio!**" Lucy swung her key, summoning the spirit.

"Uh, hi Lucy." Scorpio said sheepishly, not even making eye contact. Using his tail, the sandstorm was sucked up, taking it away.

"Scorpio, what's wrong?" Lucy asked concerned.

"Nothing." The spirit said, turning his head quickly, and then closing his own gate.

"Ok, so that's what Virgo meant." Lucy realized.

"No fair, now try this, **Terrain Effect: Gravity Zone!**" The gravity of the area shifted all over the place.

"Hang on ladies, Loke to the rescue!" Loke jumped from stalactite to stalagmite, pushing the two celestial wizards out of the way. "Regulus Gattling Impact!" The lion spirit threw a barrage of energy punches at Uosuke, who used the gravity effect to quickly dodge. Realizing he was having trouble, Loke turned to his sumoner. "I could use some help here!"

"I've got this," Yukino said filly. **"Open Gate of the Paired Fish, Pisces.**" Much to Lucy's surprise, it wasn't two long koi fish summoned this time. Instead it was two people. The first person was a woman with revealing blue and white fish scale armor and long black hair. This woman is the mother half of Pisces. The other person was a buff teenaged boy with dark skin, blue spiked hair, and a silver headband on. He wore a black vest and shorts, while spinning around a spear. This boy is the son half of Pisces.

"This is Pisces true form." Yukino explained.

"Never saw that coming." Carla admitted.

"There can only be one reason we'd be summoned." The boy said.

"Wiping out the enemy, with style." The mother finished with a victorious smirk.

"For a girl who's had a kid, she's never lost her body." Loke said with a smirk, disturbing his summonner.

"Get him." Yukino ordered.

"You got it mom!" The boy said.

"I'm not your mother." Yukino corrected, as the two spirits attacked, dealing powerful water attacks to Uosuke.

"Now for some back up, **Open Gate of the Golden Bull: Taurus!**" The cow man was summoned and swung his ax with a mighty swing. Uosuke was sent flying at that attack.

"Alright, try this: **Territory Effect: Whirlpool Zone!"** The area was covered in a mighty flood.

"Oh no!" Both of the fish mages shouted in fear.

"What?" Lucy asked confused.

"Pisces is useless in water." Yukino explained.

"But they're fish!" Happy shouted in confusion. As the flood covered the room, Pisces was reverted back to their fish form. Taurus meanwhile quickly closed his gate to save himself.

"Hang on!" Carla and Happy grabbed the girls while Loke grabbed Arcadios. Happy and Carla's grip on Lucy and Yukino however slipped, after dodging a water blast. Fortunately the girls' grabbed some high up rocks.

"No choice, **Open Gate of the Water Bearer: Aquarius!**" As Lucy dipped the key in the water, a bright flash of light summoned Aquarius.

"Oh no, it's Aquarius!" Happy shouted in fear, as he made his way to dry land.

"Oh no?" Carla questioned.

"If you've got something to say to me hairball," Aquarius began, before turning to the cat infuriatedly. "JUST SAY IT!"

"She scares me." Happy cried in sorrow.

"Then don't provoke her silly tomcat." Carla said sympathetically.

"Boy howdy, that's one tough looking fish." Uosuke admitted.

"Aquarius, take this guy out for me." Lucy ordered, only for Aquarius to scoff. "Hey where is this attitude coming from I thought we got past all this."

"Well, we're not." Aquarius admitted. "You know what, I'm not even feeling it, I'm going home."

"Wait no." Lucy said awkwardly.

_"Don't say it, don't say it, for the love of all that is holy DON'T say it."_ Lucy thought nervously, before asking. "Is something wrong between you and Scorpio?"

After a moment, Aquarius turned around with a downright infuriated look on her face. "SAY WHAT?"

"I knew I shouldn't have said it." Lucy shouted, as Aquarius grabbed Lucy by the front of her shirt.

"If you know something bimbo, I'll turn you into mincemeat!" The mermaid declared.

"No, nothing like that at all," Lucy said nervously. "It's just I summoned Scorpio earlier, and he wouldn't even look at me."

That just seemed to infuriate Aquarius even more. "Does he normally make eyes at you?" Clearly she misunderstood what Lucy meant. "Is there something going on behind my back?"

"No, not at all, in fact I like living to much to piss you off." Lucy was now shaking like a leaf.

"Good reason." Yukino admitted.

"Good call because we got some executing to do!" Uosuke cackled, throwing a torrent of water at the girls.

Aquarius lazily held up her urn and absorbed the attack. "I don't like to be interrupted," Aquarius shouted at the executioner. "You hear me!"

"What, how'd you suck that attack up so quick?" Uosuke asked confused.

"If you really want to know, apparently Scorpio went on a date with another woman." Aquarius reluctantly admitted, clearly hurt.

"What, oh no he didn't." Lucy said surprised.

"Apparently someone even saw them." Aquarius continued, on the verge of tears.

"Apparently?" Lucy questioned.

"Taurus said he heard Crux mumbling something about Nicolai or someone seeing Scorpio with some two bit floozy in the human world." Aquarius was about to break down.

"Have you tried talking to Scorpio?" Lucy offered, catching Aquarius off guard.

"It's not that simple, I just get so giddy around him," Aquarius admitted, red in the face. "I could never ask him that."

"Well do you want me to?" Lucy offered, trying not to laugh.

"You think this is a joke!" Aquarius demanded switching from embarrassed to infuriated in seconds. It was here, a fishing line snagged the mermaid.

"Got me a fishy." Uosuke cackled happily.

"Bad call," Yukino said nervously. "You got her bikini top!"

The water around them stopped momentarily, then it slowly began to boil. The currents then slowly shifted towards Uosuke's possession.

"Swim damn it, SWIM!" Lucy ordered, rapidly moving her limbs so she could get to the exceeds.

"This is one of the reasons I don't hit on her." Loke thought, doing his damnest to put on a brave face.

"YOU PERVERT!" Aquarius bellowed at the now terrified executioner.

"Uh oh." The executioner said horrified. Uosuke was blasted through a wall, landing behind his fallen comrades.

"Best executioners my ass." Natsu chuckled, as the others regrouped. Loke stayed to haul Arcadios hide around, and to beat more answers out of him if needed. Aquarius meanwhile went back to fix her bra.

"Aye sir." Happy said, flying over.

"What in blazes?" Yukino asked horrified at Devlin's real face.

"Whoops, sorry love." Devlin said sheepishly. "I forgot you didn't know."

"Hold it." Everyone turned to see an assortment of castle guards running in. "No one leaves the Abyss Palace."

"I found our escape route, through them." Natsu said, cracking his knuckles.

"HUMONGUASAUR!" A voice said from above. The intruder Yukino mentioned jumped down from the rafters and slammed her fists into the ground, destroying the walkway.

"That's the intruder!" Yukino shouted in surprise.

The intruder then reached into her cloak. "Terror-Volt!" She shouted as a wave of green and red energy engulfed her. Her hands then lit up with green lightning bolts, and threw them forward, unleashing blasts onto the guards in her way. More soon followed as the figure reached into her cloak again.

"Geckold!" The intruder took a deep breath and released an icy blizzard, freezing the guards solid.

"But wait, there's more, Forest-Fire!" A methane infused fire stream shot out from her palms.

"She's good." Natsu admitted.

The intruder reached into her cloak again. "Noisemaker!" She released a powerful sonic scream, collapsing the room. "Let's go." She ordered, no one argued. The rescue team soon found themselves in one of the castles dining halls, where the intruder collapsed in exhaustion.

"Alright, not to sound ungrateful-." Lucy began, only for Natsu to interrupt her.

"Who are you?" He demanded.

It was here, their savior did something no one expected, she laughed. "I missed your attitude Natsu, really I did."

"Who are you, and how do you know my name?" Natsu asked, mirroring everybody's expression.

"I think you already know mine." She took off her hood, revealing.

"You, you're me?" Lucy asked confused. Sure enough it was an older Lucy Heartfiellia , except with a few cosmetic changes. Her hair was now bleach white with a few stray strands of brown and she was now heterochromatic, having a red eye and a green one. Scars of all kinds littered her once flawless face. On her right wrist was a large green and red Omnitrix like device, with a Fairy Tail mark on it.

With tears in her eyes, the other Lucy smiled. Before passing out, she weakly said. "It's good to see you all again."

"How, what?" Lucy demanded shocked beyond belief.

At this moment, Rogue was running through the city, trying to find an opponent, completely unaware a shadow was following him.

**-Grand Magic Game Scoreboard-**

Fairy Tail remaining mages 5 Points Earned: 10 Present Score 105

Sabertooth remaining mages: 4 Points earned: 1 Present Score 87

Excalibur's Glory remaining mages: 0 Points Earned: 0 Final Score: 82

Mermaid Heel: remaining mages 2 Points Earned: 2 Present score: 70

Savage Hunter Remaining Mages: 0 Points earned: 5 Final Score: 65

Lamina Scales Remaining Mages 2 Points Earned: 3 Present Score: 63

Blue Pegasus: Remaining Mages: 0 Points earned: 1 Present Score: 50

Sissy Puppy Remaining mages: 0 Points Earned: 0 Present Score: 34

**Yeah, the Intruder was Future Lucy, how did nobody get that. I mean granted, I did stray away from the main story a great deal, but not that much. Plus I apologies to anyone who wanted Ben to fight Jura, but Sabertooth needed to get higher up on the board, to add to the suspense. Don't worry, they still will duke it out, just later.**

**Anyways, before I go, I have a little challenge to give you all: Future Lucy has the ultimate ability Ultimate Ben 10,000 has, meaning she gets the powers but not the transformations. But, none of those aliens she mentioned are my own designs. They are all from the four series, Future Lucy just has different names for them, like Ben 23 does. So which forms did she use in this chapter people of the internet? I'll reveal the answers next time.**


	17. Chapter 17

**Ben 10: Guild Mage**

**Chapter 17: Day Five-Free-For-All Part 3: The Eclipsed Shadow**

**AN: And here are the answers to last chapter's question: Terror-Volt is Frankenstrike, Geckold is Artiguana, Forest-fire is Swampfire, and Noisemaker is Echo-Echo. Shout out to Guest 2.0 who nailed everyone.**

To say everyone was surprised at the second Lucy, would be an understatement. No one knew what to say, or if even if she was Lucy.

"If this is that scary Lucy from Edolas, I'm leaving right now." Happy said firmly, as Wendy began to heal the unconscious girl.

"She suffered heavy injuries, and her magic is dangerously low." Wendy explained, sounding worried. Everyone waited patiently for the girl to wake up, unaware so was Arcadios. He had awoken just as Aquarius finished Uosuke, however he remained still upon learning about the intruder's identity.

"Lucy, I understand this is all confusing but I just want you to know," Loke began solemnly, and then cheerfully. "There's enough love in my heart for the both of you!"

"Yes, that's clearly what she's worried about." Carla said flatly. However her attention did shift back to the unconscious form of Lucy's counterpart. Still, the exceed never told the others about her recent visions, but this just might solve some of them. What still haunted her was that ship she had seen, and a newer vision. The other day, another vision plagued Carla, this time, showing an armored being with a large sword in hand. At its feet were several defeated mages of various guilds.

"No," Carla said, trying to steel herself. "I can't let these images plague me, not now."

"She's coming too." Wendy noted, as Lucy's counterpart started to stir.

The alternate Lucy's eyes fluttered a bit, seeing Nastu's face first. "NATSU!" She bellowed, grabbing the boy.

"Whoa, down girl." Natsu chuckled, accepting the hug.

"God, I've missed you all so much." The other Lucy said happily.

"Missed us?" Natsu asked confused.

"Why do you have an Omnitrix?" Happy asked impatiently.

"Happy!" Carla reprimanded.

"No it's ok." The other Lucy said weakly. "I have it, because it use to belong to Ben."

"Use to?" Wendy asked confused and scared.

The other Lucy nodded, "I better start at the beginning, or rather my beginning." The other Lucy began, tears in her eyes. "I'm from seven years in the future, where humanity has been reduced to 10% of what it is today, at the hands of dragons."

"Dragons?" Natsu began frightened, reminded of what he learned last night about the civil war.

"All under someone's control." Future Lucy continued. "I don't remember too much, using the Eclipse gate to time travel damaged my memory." At this she put her hand to her head, and cried in pain. "It was some monster from Ben's dimension, no matter what we threw at him, he wouldn't fall." More tears followed. "Ben was one of the first to go."

"What?" Everyone conscious gasped in fear. Arcadios used every ounce of his will not to break character.

"He used this powerful energy manipulating form he called Atomix, and attempted to take the leader, Albedo, and a ton of dragons down." Future Lucy cried into her hands even more. "The leader survived, Ben didn't, and it left behind the Omnitrix as you see it."

"No, Ben dead?" Natsu said in horror.

"Doma showed up trying to claim it for himself, but I wouldn't let him dishonor Ben's sacrifice, so I bonded with what I call the Arcanamatrix, and it gave me this look." Future Lucy explained.

"Arcanamatrix?" Yukino asked confused.

"It's just what I call this little thing, because I can transform using my actual magic." Future Lucy said, and then got concerned. "Everyone left fought as hard as we could, but none of us made headway against the dragons, so I decided to use the Eclipse Gate to travel back before the dragons were released tonight."

"TONIGHT!" Everyone panicked. Happy and Natsu immediately ran over and started hording all the weapons they could carry in hopes of defending themselves.

"What about Malware, or Eon?" Lucy asked her counterpart.

"I, I don't remember much." Future Lucy admitted, shaking her head.

"How come you didn't transform to get your powers?" Wendy asked confused, and trying to get the girl to stop crying.

"It's this weird setting," Future Lucy admitted. "With it, I can get the powers, but I don't transform, and save a lot of my magic."

"I'll bet, so what else happens?" Natsu asked, now wearing a helmet.

"Wait, you believe her?" Pantherlily asked confused. "Granted, this whole thing sounds farfetched."

Pantherlily didn't get to finish as Natsu went over and nuzzled the top of Future Lucy's head. "She's got no reason to lie to us, not with something this important." He then looked at her and smiled. "And Ben would be proud of you for taking up the torch." Natsu turned to Present day Lucy. "The both of you."

"Uh, where's afro?" Devlin asked confused, seeing the now missing Arcadios. Using a series of secret passageways, Devlin made his way down to his armory.

"The princess has much to answer for." He said firmly. "Those weren't the tears of a liar, they belonged to someone who suffered a great tragedy."

"I see no reason for you not to join us." Makarov told Aaron who smiled greatly.

"The kid's going to fit in just fine," Laxus admitted with a chuckle. "And Ben's got a little surprise for that prick Kaiser."

"What are you talking about?" Evergreen asked confused.

"Let's just leave it as Natsu's fight with the twin dragons did more than just earn us a victory." Makarov chuckled.

Back in the game, Rath had tossed Minerva like a ragdoll intimidatingly near a park stone archway. At the same time, Erza and Kagura continued to fight off. "Titan Drop Hammer!" Rath raised his hands and clasped them together. Minerva quickly rolled to the side, avoiding the attack. The shockwave collapsed several nearby pillars.

"This is too fun." Minerva cackled. She tossed an energy blast at the pillars, the stone structure Kagura and Erza were under.

"MOVE!" Erza demanded, pushing Kagura out of the way. The resulting collapse pinned Erza by her leg, evidently breaking her right ankle.

"Erza!" Rath ran over to pull his teammate out of her predicament, but Erza held up her hand. Strangely the girl shook her head no at Ben, confusing him.

"Why, why save me?" Kagura demanded infuriated and upset.

"Because, I didn't know Simon had a little sister, but I do remember you." Erza began weakly.

Kagura's eyes widened in shock, new tears coming in. "No, it couldn't have been you."

"That's right, I'm from Rosemary Village too." Erza answered with a warm smile. There was something Kagura never told anyone, not even Millianna. The day the cultists attacked, Kagura worriedly ran over the village trying to find Simon. However one girl, roughly her brother's age grabbed Kagura by the hand, and hid her in a chest. It was only because of this girl, she was here today. The only thing Kagura remembered about her savior, was bright red hair.

Kagura just stared at Erza as the now human Ben helped her up. "There's no point in continuing." She began, only to succumb to a massive amount of pain in her side. Weakly, Kagura turned, to see Minerva stabbing her with Erza's dropped sword.

"The victory is Fairy Tail's, but the points are mine." Minerva sneered as Kagura fell to the ground.

"KAGURA!" Ben shouted, rushing to her side. Ben slowly cradled the girl in his arms.

"Ben." Kagura began weakly, "T-take her down." At this, the Mermaid Heel mage passed out.

Ben looked down in sorrow, then glared at Minerva. "This ends now."

"True, but first you can have this back." With a wave of her hands, Minerva released Millianna, who's cape was pushed to the side, revealing several cuts and lashes.

"MILLIANNA!" Despite her injuries, Erza rushed to her friend's side. Strangely, no one noticed a cat shaped lump under Millianna's cloak.

"It's the fate of kings you imbeciles." Minerva cackled. "We eat only the greatest meals, like the severed legs of a mermaid." She stepped on Millianna hard, then sadistically turned her gaze to Erza. "Or the pluck wings of a fairy."

"That's it, no more Mr. Nice Guy." Ben said infuriatingly activating the Omnitrix.

Minerva couldn't help but laugh at this. "Nice guy, Tennyson please you can't stop me." She then raised her hands. "I've seen most of your forms, and you can't beat me with the same form twice."

"Well then, it's a good thing I've got one of my heaviest hitters back!" Ben said raising his hand. "IT'S HERO TIME!" He shouted slapping the Omnitrix core down. Everyone, including in the crowd, was blinded by the much larger than usual transformation flash.

"Damn it Tennyson," Laxus groaned, blinking to regain his eyes sight.

"Damn it is right." Bickslow said in shock.

"Holy cow." Aaron admitted with a gulp.

"What, what are you-?" Laxus began regaining his vision, only to see what alien Ben had become.

"Awesome." Asuka said with a smile.

"Why not a fairy?" Mavis pouted.

"Kid's got me beat." Makarov admitted.

"Oh come on," Gray groaned. "What doesn't he transform into?"

"Oh hell no!" Sting groaned, cracking his neck up.

Inside the castle, Natsu stopped as the rescue team trekked down a hall.

"What is it?" Happy asked confused.

"We're missing an awesome plot twist in a fight." Natsu said flatly.

"What are you going on about?" Present Lucy asked confused.

"No idea." He admitted.

"Oh this just got good." Princess Hisui said with rising excitement. Even Juvia and Shelia stopped fighting for a moment to see the source of the light. Minerva looked up in horror to Ben's transformation so much, she fell to the ground. It was a massive white titan that made the castle dwarf in comparison. The creature was clad in red armor with black highlights. It had a large red fin on its head with red blades on his arms. The Omnitrix disk was size appropriate for its form over a glowing blue Fairy Tail mark on his chest.

**"ALRIGHT MINNIE, MEET WAY BIG!"** The titan boomed raising a fist and slamming it into the ground. The resulting attack sent a shockwave after Minerva.

"Oh no!" Minerva turned heel and ran. However it clearly wasn't enough distance to avoid the attack.

"Really Ben?" Erza asked flatly. Way Big turned to see Erza, now in her Black Wing Armor, with Millianna and Kagura over her shoulders. She then landed on Way Big's shoulder for safety.

**"WHAT?"** Way Big shrugged. **"SHE HAS IT COMING."**

"Not that, I had a special armor reserved for her." Erza admitted. "It's just Way Big?" She looked flatly at the titan. "Is that the best name you could come up with?"

**"I WAS TEN."** Way Big explained. A barrage of energy blasts then hit Way Big in the side of the face.

"You know the old saying Tennyson, the bigger they are, the harder they fall!" Minerva shouted, despite clearly afraid. She fired several more rounds at the To'kustar.

"What some help?" Erza offered politely, clearly seeing Minerva's attacks weren't doing anything.

**"NAH, I GOT THIS."** Way Big raised his arms, putting them in a plus pattern, building up a large light blue energy blast that shot out at Minerva.

"Oh crud." Minerva said in fear. The attack hit dead on, sending Minerva back through several buildings.

**"WELL, THAT WENT WELL."** Way Big boomed.

"Hold on." Erza said squinting her eyes. "Did she land on Orga?"

Way Big took a few steps over and put the Fairy Queen on the ground, so she could see. Sure enough, Minerva and Orga were in the same pile, both unconscious.

"Huh?" She shrugged, and then turned to her guild mate. "Six points for us then."

Way Big then carefully set Millianna and Kagura on the ground, as the medic team came to take Kagura and Milliana away. As the girls were put onto stretchers, Way Big slapped the Omnitrix disk, becoming human again. As she was being pulled away, Kagura grabbed Ben by the wrist.

"Thank you Ben." Kagura said weakly.

He gave a weak smile in return. "You just focus on healing for now." Kagura nodded as the paramedics took her. Erza couldn't help but smile at this display.

"Only a few players left, let's win this." She said firmly. Ben nodded in agreement, running off.

Back with Juvia and Shelia, the two had continued to fight their strange fight.

"Juvia." Gray said, getting the water mage's attention.

"Shelia!" Lyon said, getting the sky god slayer's attention. The two girls ran over to their respective guild mate's side.

"Well Gray, let's see how much more powerful you've become." Lyon said smugly.

"Right, Juvia." Gray began.

"Yes." Juvia said, getting her attention.

"Let's do this together." However Juvia began to take this the wrong way. With a dreamy look on her face Juvia's imagination took over. "We'll be together forever." Is what she thought he said.

"I've got just the place for our honeymoon darling." Juvia said happily, holding Gray's arm.

"What crazy nonsense are you going on about now?" Gray demanded surprised.

"Oh no, I've got to snap poor Juvia out of this trance." Lyon declared.

"You're the one that needs to snap out of it Lyon." Shelia said with tears in her eyes.

In another part of Crocus, Gajeel was laughing in glee over what he saw on the lacrima visions. "Damn it Tennyson that was awesome!"

"Even I have to admit, his display of power is impressive." Rogue said walking up behind Gajeel. The iron dragon slayer locked eyes with the shadow dragon slayer. "I've been waiting for this day for seven years."

"What are you going on about?" Gajeel demanded rudely.

"Years ago, I had intentions of joining Phantom Lord and meeting you." Rogue chuckled a bit. "You can see where that led."

"Yeah, not my finest moment." Gajeel admitted with a shrug. "What's your point?"

"Why did you join Fairy Tail of all guilds?" Rogue asked confused. "That never made sense to me."

"Tell you what big guy." Gajeel offered, stretching. "Beat me, and then I'll tell you."

"Deal." Rogue said, pulling his head back. **"Shadow Dragon's Roar."**

Gajeel quickly rolled to the side, dodging the attack, then pulled his fist back. **"Iron Dragon's Club!"** Gajeel's fist became a large club that slammed into Rogue. The Saber mage quickly recovered and charged.

**"Shadow Dragon's Claw/ Iron Dragon Sword!"** The two dragon slayers collided their attacks. However Gajeel managed to push his opponent back.

"You're good Gajeel, there's no question about it," Rogue began, a little winded. "But you are nowhere near Natsu's level of power."

"Oh that is it." Gajeel said infuriatedly. "I'm kicking you ass." He cracked his knuckles and pulled his fists back. "**IRON DRAGON KUNAI!**" Gajeel then tossed several iron daggers at Rogue. Rogue responded by blasting a wave of shadows at knives. Only to find Gajeel right in front of him, delivering a powerful blow to the younger man's stomach. The resulting attack sent Rogue several feet away, and now on his knees.

"You want to know why I'm so much more powerful, because I have something to fight for." Gajeel explained. "It's called my friends."

"Friends huh," Rogue chuckled. "Now there's something that doesn't exist in Sabertooth."

"What about that frog thing you're always with?" Gajeel asked rudely, getting Rogue's attention. "That thing's your friend right?"

"Frosch is an exceed, not a frog." Rogue corrected, and then paused to realize something. "I guess Frosch is."

"So, still think you can beat me?" Gajeel taunted with a smirk.

_"You can't beat him."_ A familiar voice told Rogue.

"Who said that?" Rogue asked confused.

"Who said what?" Gajeel demanded confused himself.

_"If you want to beat Gajeel,"_ Rogue turned to see the source of the voice was his own shadow. _"You'll need my power to annihilate Redfox_."

"Wait what?" Rogue demanded. But it was too late, the shadow then covered Rogue and began to take over.

"He's being possessed!" Mavis shouted in shock.

"Rouge, what's wrong?" Frosch asked confused and scared.

"Now die Gajeel." The now shadowy aura covered Rogue demanded. He raised a hand and a dark energy blast shot out and sent Gajeel flying.

"Ow." Gajeel groaned, landing on his back. The shadow dragon reappeared in front of Gajeel.

**"Iron Dragon's Sword!"** Gajeel quickly morphed his arm into a sword.

"Not good enough, **Shadow Dragon's Waxwing Flash!**" A powerful shadowy vortex easily overpowered Gajeel's blade, destroying it, and hurting Gajeel a lot.

"Face it Redfox, I'm even more powerful than Salamander is, and he's more powerful than you are." Rogue taunted.

"Yeah, I know," Gajeel began, getting off the ground and spitting up some dirt. He had a plan to stop this, thing. "But that's only because he has one trick I don't."

"What nonsense are you going on about?" Rouge demanded. Gajeel then leapt at Rogue and began to eat the shadows surrounding Rogue.

"Here goes everything!" Gajeel said, as he became empowered. Before anyone could respond, Gajeel switched on to his Iron Dragon Scales mode. Except now it was a darker shade of the steel grey everyone had known about, and a black aura covered him. His eyes were now a dull glowing yellow, giving him a sadistic look. "Meet **Iron Shadow Dragon mode!"**

"Oh that's just demonic." Levy admitted.

**"IRON SHADOW DRAGON'S ROAR!** Gajeel released an iron/shadow flare right at the possessed mage. The attack came at Rogue at such speed, he barely dodged it in time.

"Nice try Gaj-eel?" Rouge asked confused, not seeing Gajeel anymore.

"BEHIND YOU, **IRON SHADOW DRAGON'S CLUB!"** Gajeel has converted his body into a shadow, quickly reappeared behind Rouge, and then slammed him with a shadow covered club.

"Come here you!" Rogue demanded turning into a shadow himself. The two began to collide with each other in their shadow forms. At speeds very few could keep track off, the two clashed all over the building.

"Who's winning?" Laxus asked Bickslow. The doll using mage had taken off his knight helmet, activating his eye power.

"I, I can't tell," Bickslow admitted afraid. "They're going so fast I can barely keep up, but it looks like Gajeel has a slight lead over Rogue."

"Come on Gajeel." Levy said to herself.

It was here, Gajeel's shadow form delivered a powerful punch to Rouge's, solidifying him.

"Now one last time, **IRON SHADOW DRAGON'S ROAR!"** Gajeel released another energy blast, knocking the Sabertooth mage out. Gajeel stopped at the sight of this, undid his transformation, and started to breathe heavily.

"Damn Salamander, how the hell do you put up with all that power?" Gajeel asked confused.

"Please stop." The iron dragon slayer was surprised to say the least at the sight before him. Frosch was now crying, with arms wide open, in front of Rogue's fallen form. "Don't hurt him anymore."

"No problem little frog," Gajeel began with a sigh, and turned to leave. "This fight is over." Nobody noticed the shadow leave Rogue, clearly in a hurry.

Lyon and Gray blasted each other with Ice make spell after ice make spell, while Juvia and Shelia were doing the same.

"We're not making any headway." Gray pointed out. "Juvia, let's finish this together."

"Right." Juvia said with joy.

"What are they?" Lyon began, only to get his answer as the two Fairy Tail mages joined hands.

**"WATER NEBULA/ICE MAKE: GEYSER!**" The two attacks merged together into one massive water and ice blast.

"So beautiful." Shelia said in awe. "Just like their love."

"What?" Lyon demanded. "Shelia snap out of." But it was too late, the blast had hit, sending the last two Lamina Scale mages flying.

"We did it." Gray said with a smile, only to realize something. "When are you going to let go of my hand?" Gray asked Juvia.

"When we're dead and buried." She replied way to happily for Gray's taste.

"Wow, you guys had fun." Ben said, walking over with Erza over his shoulder.

"You tell me, what was with that titan form?" Gray asked confused and impressed in the same breath.

"Minerva infuriated him that much." Erza chuckled weakly.

"Damn, looks like we all had some fun today." Gajeel said with a laugh walking over. Everyone on Team Fairy Tail was sporting wounds of some kind.

"Well then, now what?" Ben asked confused as Erza limped off him.

"Now Tennyson, we finish this." Everyone turned to see Sting standing behind everyone else, essentially unharmed. "I've been waiting for this day, when I finally prove who's stronger." Sting charged at Ben with an energy infused fist. "**WHITE DRAGON'S CLAW!"**

Ben slapped the Omnitrix, quickly becoming Diamondhead. The petrosapien quickly blocked the attack. "Enough Sting, it's over.

"No, never!" Sting bellowed infuriatingly.

"What is your damage?" Diamondhead asked confused.

"I have to win, I have too." Sting said firmly. His attacks constantly struck Diamondhead, despite the fact they bounced off the transformed teen's body. Several of which almost hit the others.

"You ass, stop trying to hit us." Gray ordered, dodging an attack.

"Then stay out of my fight!" Sting bellowed.

"Dude, it's over." Diamondhead said firmly, however it was here the Omnitrix began to beep red, turning Ben human.

"Aw man." Ben groaned.

"This I can work with." Sting smirked. He charged again, only to be blocked by Erza's sword.

"Ben, Transform now, this is your battle." Erza declared.

"Gladly." Ben slapped the Omnitrix core down. In place of Ben was a large rocky alien with a black underside of his rocky hide. His face essentially made up the torso with a large red glowing core on the stomach. It's only clothes were a pair of black shorts with green rings around the waist and legs. He had the Omnitrix disk on his forehead, and a large Fairy Tail guild mark the same shade of red as his core on the back of his left hand. "Sting, meet Gravattack!"

"Gravattack, really?" Gajeel asked confused.

"Well, I was going to use Gravitron, but that sounded like it was taken." Gravattack admitted with a smile. He then raised his hand, and a bit of energy surrounded it. It was here, Sting was lifted several feet in the air, and instantly felt the effects of his motion sickness. "You can come down when you calm down."

Meanwhile back in the palace, the rescue team had gotten lost down a hallway, again.

"You work here, shouldn't you know the layout?" Wendy asked Yukino confused.

"This is my third day on the job, I don't know it so well." Yukino admitted with a frown.

"There they are!" Someone shouted infuriated. Everyone turned to see the Garou Knights and several dozen castle guards showed up.

Kama stepped forward and pointed his ax at the team. "You won't escape due punishment this time."

"I got this." Future Lucy said, activating the Arcanamatrix. **"Spectrum!"** Future Lucy raised her hand with an energy blast prepped and ready. One then knocked Kama back several feet.

"Nice shot." Happy said impressed.

"That wasn't me." Lucy said afraid.

"That was me." A chilling voice said. The rescue team turned around to see a black Spectrum with a red Omnitrix disk.

"Albedo?" Present day Lucy asked in horror.

"And one other." Albedo chuckled darkly. As he did, the Garou Knights and Castle guards were then swallowed by a massive black shadow. It was here a figure came out of it, needless to say, everyone was surprised. All with the exception of Future Lucy, she just got infuriated.

It was Rogue, or rather an older Rogue. He now had white hair on the side of his head, with a long scar across his nose, and black tattoos on the left side of. His outfit was a red, white, and black version of the cloak the present day one wore.

"So you came back too traitor?" Future Lucy demanded.

"Traitor, love what are you talking about?" Devlin asked confused.

"Rogue betrayed everyone and joined the dragons!" Future Lucy shouted infuriatedly.

"You, you what?" Natsu demanded, fists engulfed in flames.

"That was rude Lucy, shouldn't have told that secret." Rogue chuckled darkly. "I simply went over to the winning side, but my master knew of your plans to stop the Eclipse Plan, and had me use the Eclipse gate to stop you."

"What's wrong, your master to cowardly to come up and fight himself?" Natsu demanded.

"No, he wouldn't risk running into his younger counterpart." Future Rogue smirked. "No move, you're past self must die."

"Just try short stuff." Devlin said with a smirk.

"Fine, but first let me change into something a little more menacing." Albedo cackled. It was here, Spectrum switched over to his ultimate form. He was now a blue crystalized skeleton without legs. His face was now covered by a large red energy cloak which connected to his neck via the evolved Omnitrix disk, leaving only red gleaming eyes. Ultimate Spectrum clasped his hands together, creating a large scythe made from multiple crystals. "Time to get in touch with my dark side." Albedo chuckled darkly, slashing with the blade.

Future Lucy slapped the Arcanamatrix symbol on her chest. "**Diamondhead!**" Lucy's arms were then covered in diamonds as she blocked the attack.

"Fire Dragon's Iron Fist!" Natsu charged fist first at Future Rogue, who nonchalantly caught it.

"Pitiful as always Natsu." He then tossed the dragon slayer over his shoulder.

"Guys, get past Lucy out of here, if she dies Future Lucy goes too." Devlin shouted, shooting several blasts at Future Rogue. However the shadow dragon slayer raised his hand and created a shadow vortex. The two attacks collided, with Future Rogue still standing.

"You heard the man, move!" Carla bellowed horrified. Albedo took note of this and flew at the past Lucy, only for her future counterpart to block the attack.

"**Dizzcharge!**" Future Lucy reached inside her cloak and switch alien powers, allowing her to generate enough electricity to disorientate Albedo.

"So you've still got some fight in you?" Albedo questioned, shaking off the electric charge he was given.

"More than you think, **Noisemaker!**" One Future Lucy then became six. **"Wall of SOUND!"** The six then released a powerful sonic blast, sending Albedo flying.

"Ok," Future Lucy groaned, as the clones vanished, and she collapsed to her knees in exhaustion. "I won't be transforming for a while.

**"Shadow Dragon's Eruption!**" Rogue slammed his hands into the ground, causing a volcano of shadowy power to throw Natsu into the air from beneath him. "I had the pleasure of killing you once Dragneel, looks like I get to do it again!" The future mage cackled as Natsu landed.

"Oh yeah, **Fire Lightning Dragon mode!"** Natsu was then covered in a cloak of fire and lightning. **"FIRE LIGHTNING DRAGON'S ROAR!"** A multi-elemental blast shot out at Future Rogue.

"Take that jerk." Natsu smirked.

"Oh I already have." Future Rogue cackled, getting Natsu's attention and surprise.

"Oh I don't like this." Devlin admitted worried.

Through the smoke, the future shadow mage cackled. "You didn't think your counterpart was the only mage I killed did you?" A flash of white and black auras then rippled through the smoke. "I also had the pleasure of ending Sting's life, and I took a little something from his corpse." Future Rogue then stepped out of the smoke, revealing he was now covered in white and black aura with the right side of his face now covered in black, with his hair now spiked upwards. "Meet White Shadow Dragon Mode!"

"Aw man." Devlin, Future Lucy, and Natsu groaned in unison.

**"White Shadow Dragon's Rough Silk!**" An assortment of white and black energy blades then shot out of Future Rogue's hands. Needless to say, Natsu was covered in the attack. "I do wonder, what would happen if I add fire to my strength?"

"You won't get the chance." Future Lucy said, activating the Arcanamatrix. **"Feedback!"** She raised her hands and absorbed part of Future Rogue's form, then sent it back as electricity.

However Future Rogue just swatted the attack away. "Charming."

"So is this." Devlin said, trying to punch the mage, only for a barrage of missiles to hit the three heroes.

"Did you forget about me?" Ultimate Humungosaur asked sarcastically.

"Damn it." Natsu groaned.

Lucy was running through the halls, but stopped and looked back.

"Child what is it?" Carla asked confused.

"We need to help them." Lucy said firmly.

"No way, Natsu can handle them." Happy said prideful. However Happy's arrogance was replaced with shock as Natsu, Future Lucy, and Devlin were all thrown through the walls.

"Uh, maybe not." Yukino said horrified.

"Now let's end this before it begins!" Future Rogue shot a piercing shot at past Lucy!"

"NO!" Future Lucy recovered first and jumped in the way, taking the shot. Everyone conscious was horrified at this display.

"Well then, looks like I get to enjoy your death twice." Future Rogue said with a mad cackle. However it was here his ear communicator went off. "What?"

"Report back to base, the final phase is about to begin." The voice on the other side said.

"Yes master." Future Rogue reluctantly said. He then turned his attention to the rescue team. "We'll finish this later." He turned into a shadow and vanished, while Albedo turned into Spectrum and phased away.

"That prick." Natsu groaned getting up. He then sorrowfully turned his attention to the fallen form of Future Lucy. Her past counterpart knelt before her with tears flooding her eyes.

"I'm so sorry, if I was strong enough." Past Lucy cried.

"It wasn't your fault, it never was." Future Lucy said, caressing her past self's guild mark. It brought back such glorious memories. "I have something for Ben." She said weakly, giving a small green crystal. "This crystal has a DNA sample of one of Ben's most powerful forms." With her last breath, Future Lucy died surrounded by her family, just like she always wanted.

"No, NO!" Lucy screamed in horror. Natsu immediately wrapped his arms around her, trying to calm her down.

"We've got to stop them." Natsu said infuriated.

Hisui was watching this is horror and confusion from the security lacrima vision. "That was the man from the future who warned me about the dragons, but why?"

"Oh there's a reason." Eon said, grabbing the girl from behind by the mouth and then teleported away.

Back in the games, Sting was thrown into the ground by Gravattack's power. "You ready to calm down?"

"No, not until I beat you, I need to save Lector!" Sting demanded.

"Wait what?" Gravattack asked confused.

"After you beat Minerva, Master Jiemma wanted to kick Rogue and I out of Sabertooth, but Lector stepped in to defend us." Sting began tears in his eyes. "When he found out Lector had a guild mark, Jiemma tried to kill Lector, but Minerva put him in a pocket dimension and she won't let him out unless we win the games."

"Geez, what's Jiemma think of that?" Gravattack asked confused.

"I beat the crap out of him after I thought he killed Lector," Sting commented. "But still."

"Whoa hold up." Gravattack said sounding confused. "Wouldn't that mean Sabertooth is now disqualified from the games?"

"What?" Sting asked, just as confused.

"Ben, what are you talking about? "Erza asked confused.

"When Yukino lost back on day two, she got kicked out of Sabertooth, right?" Gravattack reminded.

"Yeah, so what's your." Gajeel began, only to realize what Ben was meaning. "Oh yeah, they're out of the games for the same reason Raven Tail is." Everyone else on team Fairy Tail soon understood what Ben was meaning.

"I am so confused, what are you all talking about?" Rogue asked coming along with Frosch in his arms.

"Fro thinks so too." Frosch admitted. The other members of team Sabertooth and Millianna walked up too.

"If what I gathered about your guild is correct," Erza began. "Then Sting is now Guild master of Sabertooth, and guild masters aren't allowed to compete in the games."

Sting was floored at this statement. "She, she's right."

"Yay for Sting." Frosch said happily.

"Congratulations big guy." Orga said with a smile.

"What, you don't believe this do you?" Minerva demanded shocked.

"I do remember that has always been the rule." Rufus admitted with a smile.

"That means it's over, you win Ben." Sting said with a light chuckled.

"And so do you." Ben said, turning human, and pointing behind Sting. In Millianna's arms was a now sleeping Lector.

"Lector!" Sting said, happy tears in his eyes. This woke the exceed with a smile, and the two hugged one another.

"It's all over folks, FAIRY TAIL WINS THIS YEARS GRAND MAGIC GAMES!" Chapati shouted with excitement. Yajima and Mato then slipped away for various reasons.

"WE WIN!" Jet and Droy shouted happily in unison.

"Yay!" Mavis cheered.

"Oh and things are going to get even better." Makarov chuckled mischievously.

"How could Eon's predictions have gotten so wrong!" Kaiser demanded infuriatedly. He went down to rub in the fact he had one small victory over Fairy Tail.

The other Fairies went down to congratulate the team.

"First round of beers are on me!" Cana said with a smile.

"Ok I'm underage remember?" Ben reminded.

"Fiore's legal drinking age is 15 remember?" Gray reminded.

"Ben, your big form was awesome!" Asuka said with a smile.

"Thanks cowgirl." Ben said, patting the girl on the head.

"Enjoy your hollow victory." Kaiser said with a sneer. "You forget, I bought your original guild hall."

"Yeah, about that." Makarov began, scratching the side of his face with a whimsical smile.

"Gramps, what did you do?" Laxus asked confused.

"I didn't, Ben and Natsu did." The guild master chuckled.

"Excuse me," Everyone turned to see a woman in a blue business suit walk up with her blond hair tied in a bun. She had several papers in her hand. "I'm Samantha Aran, I'm with the Magnolia International Realtor's group, which one of you is Ben Tennyson?"

"Right here." Ben said, walking up to the woman, with Makarov at his side.

"The two of you just need to sign here, and the original guild hall is yours." Ms. Aran said in a business savvy tone. Needless to say, everyone was surprised at this.

"No, I am suppose to get the guild hall!" Kaiser pointed out.

"I'm sorry, but Mr. Tennyson offered us double what you did, in cash mind you." The realtor said nonchalantly.

"Where the hell did you get that kind of cash?" Gray asked confused, trying not to sound ungrateful.

"Remember when we met Kaiser to talk about Aaron and he dropped that wad of cash?" Ben asked with a smile. "I bet the whole amount on Natsu and Gajeel winning their fight against Sting and Rogue." His smile got even more devious at that. "So when Natsu pushed Gajeel away, everyone changed their bets so Sabertooth would win, and long story short, I won 50 Million Jewel."

"Fifty Million?" Levy asked incredulous.

"Oh and it gets better." Makarov said with a smile. "Ben and I went to make the arrangements, and so we could get the papers together so he would sign the guild hall over to me, Ben and I discovered Excalibur's Glory sold their guild hall to come up with the money to buy ours."

"You, bought my guild hall?" Octavius squeaked nervously.

"Yup." Yajima said walking up. "Which he is signing over to me, I have been looking to franchise my restaurant." At that, Kaiser fainted from shock.

"Can I draw on his face?" Asuka asked her parents.

"Go ahead sweetie, he's deserves it." Alzack chuckled.

"How much money do you have left anyway?" Juvia asked confused.

"Just over a million," Ben said, signing some papers. "There were some damages done to the guild hall over the years."

"Who cares, we have the guild hall back!" Lissanna cheered.

A few minutes later, Team Fairy Tail was at the steps of the castle, with Mato holding the cup in his hands. However it was here, the mascot took off his cap, revealing King Toma himself.

"Ok, didn't see that coming." Ben admitted.

"Who could?" Gajeel asked confused.

"It is my great pride to announce someone other than Sabertooth as the most powerful guild in Fiore, Fairy Tail!" The king said with a smile. However it was here, everyone paused hearing a strange song play _(Revolution by Orange)_.

"That's me?" Ben said with confusion. Since he was in an alternate dimension, he was surprised his phone could ring. "Hello?"

"Ben, congratulations on your victory, but do me a favor and put me on speaker would you?" Eon asked with a smile.

"EON!" Ben said in shock. "Wait, how'd you get my number?"

"I am you, you twit, we have the exact same phone number!" Eon snapped back. Ben put the maniac on speaker.

"What's he want?" Erza said in horror.

"Well since you asked, say hello your majesty." Eon then slapped someone, and everyone heard the Princess scream in pain.

"HISUI!" The king shouted in fear. "If you harm one hair on my daughter's head!"

"Don't worry I won't, yet." Eon said mischievously. "Ben, bring whoever you'd like down to the Eclipse gate, and hurry, I can't guarantee the princess's head with still be attached to her shoulders in the next 20 minutes." Eon ended the call at that.

"Let's go kick his face in." Gray said firmly.

Team Fairy Tail, Arron, Makarov, the Thunder Legion, the remaining Strauss siblings, Kagura, (Despite her team saying she should stay behind to heal),Team Sabertooth, and Levy were running through the castle halls lead by the King.

"So this Eon guy's an evil you?" Sting asked, getting the short version.

"The less said about him, the better." Ben admitted.

"I'll enjoy killing him." Minerva thought darkly. "Both versions." She wanted revenge for the loss Sabertooth just had, and killing Ben would be a nice start.

"But why kidnap the princess, it makes no sense." Kagura admitted.

It was here they bumped into the Rescue team, now lead by Darton.

"We know about the princess." The minister explained. "Let's go." Everyone found themselves at the gate, along with Eon, the tied up Princess, Malware, and Albedo (Now as Fourarms).

"So you've come, it's about time." Eon said darkly, turning to the gate. "I've waited millennia for this moment."

"Why do you need a time machine, you can time travel yourself?" Natsu demanded rudely.

"I don't need the machine, just a gear from it." Eon said with a villainous smirk.

"All this over a gear?" Freed asked incredulously.

"Not any gear, a part of Maltruant, the mad Chronosapien." Eon said darkly.

"What's a chrono-thingy?" Frosch asked confused.

"I used to be able to turn into one, called myself Clockwork." Ben explained.

"Ok seriously, what the hell don't you turn into?" Gray asked with rage.

"Wait, so why is this Maltruant guy missing a gear?" Natsu asked confused.

"Not just one you insipid fool, Paradox did battle with Maltruant thousands of years ago, taking five of Maltruant's key components with him, one is just in the Eclipse Gate." Eon explained, as he slid his hand down the machine's base. "However the energies that power it are lethal, even to me with only one way to get at it," Eon then turned to the crowd. "Power the Eclipse Gate to its Zenith."

"So that's it." Everyone turned to see Aradios walk in wearing his White Lily armor. "You manipulated us all, all to get one piece of a being."

"So a scale from one to 10, how powerful is one of these things?" Rogue asked Ben concerned.

"I couldn't properly tell you." Ben admitted. "I've had Clockwork unlocked for just under a year, and I've barely scratched the surface on what I can do." His demeanor then got serious. "But if Paradox got involved, I'm pushing it to a 15."

"Please tell me you're joking." Yukino demanded horrified.

"Not this time." Ben admitted.

"Oh you have no idea how powerful Maltruant really is." Malware cackled darkly.

"Shame we ain't letting the three of you get at it." Natsu said, his fists covered in flames.

"For once, I'm going to let him go buck wild." Makarov thought seriously. If this Maltruant character was as powerful as Ben believed, they couldn't take chances. However all three villains then began to laugh darkly.

"What's so funny?" Ben asked confused.

"Because Ben," A fourth voice said darkly. One that has haunted Ben's nightmares for years. "It's not them you should be worried about." A massive figure then stepped out of the shadows, clad in sophisticated red armor with a black body suit. The creature was a tall green skinned alien with squid tentacles like a beard and dark red eyes. On this monstrosity's back was a large silver sword.

"Oh man, Vilgax?" Ben gulped horrified.

**-Omnitrix Database-**

**Hero Name: Way Big**

**Species Name: To'kustar**

**Homeworld: Cosmic Storms**

**Abilities: Size proportionate Super Strength and durability, cosmic storm generation, cosmic radiation energy blasts**

**Bio: To'kustar are massive beings that guard the planet by sitting at the edge of the universe through cosmic storms. Recently, the Incursions have created a new breed, called Way Bads by Ben Tennyson, feral monstrosities of the originals.**

**Hero Name: Gravattack**

**Species Name: Galilean**

**Abilities: Gravity manipulation, Super Strength,**

**Bio: Galilean's are living planets that orbit themselves in peace. Some even consider them philosophers. However should the core become damaged in any way, the Galileans will exploded like a nuclear reactor.**

**Ultimate Spectrum**

**Gained Abilities: Enhanced durability, enhanced energy blasts, Crystal construct creations**

**Lost abilities: Intangibility.**

**-Grand Magic Game Final Scoreboard-**

**Fairy Tail remaining mages 5 Points Earned: 119 Present Score 124**

**Sabertooth remaining mages: 0 Points earned: 7 Present Score 93**

**Excalibur's Glory remaining mages: 0 Points Earned: 0 Final Score: 82**

**Mermaid Heel: remaining mages 0 Points Earned: 2 Present score: 70**

**Savage Hunter Remaining Mages: 0 Points earned: 5 Final Score: 65**

**Lamina Scales Remaining Mages 0 Points Earned: 3 Present Score: 63**

**Blue Pegasus: Remaining Mages: 0 Points earned: 1 Present Score: 50**

**Sissy Puppy Remaining mages: 0 Points Earned: 0 Present Score: 34**

**OK, sorry to cliff hanger you all, but it's got to be. A few things before I go:**

**Ben will regain the ability to go ultimate and finally unlock Excaliburn during the next arc.**

**I got the idea for Way Big's Fairy Tail mark off Ultraman X's base form. It was actually kind of cool**

**I'm pretty sure you can all guess what alien is on the crystal Future Lucy gave the others.**

**If you want to see what Ultimate Spectrum looks like, it's on Robotman25's deviant art account right now, and I'll have it posted on my account within the hour.**

**Why include Vilgax in this?: We hardly saw him in Omniverse, how could the producers not do an arc featuring Vilgax, seriously? Plus, I have plans for him in a future arc. Not saying which one to avoid spoilers.**

**So, leave a review, and I'll see you next time during: The Eclipse of Vilgax Part 1.**


	18. Chapter 18

**Ben 10 Guild Mage**

**Chapter 18: The Eclipse of Vilgax Part 1: The Conqueror Returns**

Needless to say, with the return of the guy not even his grandfather, one of the best plumbers in existence, failed to defeat, Ben was more than a little terrified.

"Vilgax, Vilgax?" Natsu said, trying to remember. "Oh yeah, he's that squid guy you mentioned, right?"

"Yeah, the guy that not even you could beat with some of your heavy hitters." Gray pointed out, realizing the severity of the situation.

"He can't be that tough," Sting said smugly, then got a little concerned. "Right?"

"Oh trust me child, you have no idea the power I wield." Vilgax smirked victoriously.

"Wait, hold on." Ben said trying to get a handle on the situation. "I get why Eon and Malware are here, and Albedo because he works for you, but why are you here?"

"Two reasons, one I owe Maltruant a favor from several years ago and two," Vilgax then drew his sword, pointing it at Ben and maliciously added. "I would never miss a chance to kill a Tennyson, your family has been a thorn in my side for far too long!"

"One little problem with that statement Vil-geek." Ben said with a smile.

"And that would be what?" Vilgax demanded.

"Simple you monster," Makarov began as he grew to colossal size, "Everyone in Fairy Tail is family!" He then threw his fist at Vilgax. Everyone was surprised at what the squid did next: he grabbed Makarov's arm and threw it over his shoulder.

"When does that happen?" Happy asked confused.

"Well old man," Vilgax taunted, his foot on the fallen master's back. "I appears you die first."

"To hell he does, **FIRE DRAGON'S IRON FIST!**" Natsu instinctively charged fist first, only for Vilgax to grab Natsu with his free hand.

"Hang on Gramps, **Ice Make: Geyser!**" Gray slapped his hands together and created a powerful icy blast. Vilgax tossed Natsu to the side as he punched the ice attack, destroying it.

"I don't remember seeing someone with this caliber of strength." Rufus admitted sounding scared.

"Is this really all the strength you wizards can muster?" Vilgax taunted. Before he could get anywhere, Devlin shot a blast of energy at the tyrant.

"You ain't seen nothing yet." Devlin smirked.

"And then some." Ben said, slapping the Omnitrix, becoming Dizzcharge. "Time for some high voltage fun!" The insect shot several bolts of lightning at his archenemy. However, Vilgax merely swatted the attack away with his sword. Kagura then charged herself with an unsheathed Archenemy and clashed swords with Vilgax.

"Amusing child." Vilgax smirked, much to Kagura's shock. He then pushed her away, right into Dizzcharge.

"Try a real man on for size!" Elfman declared, switching over to his Beast Form. Vilgax smirked, punched Elfman hard in the face, grabbing the titan by the horns and threw him over his shoulders, knocking him into Devlin.

"Oy big fella, you mind getting off me?" Devlin asked from underneath Elfman's unconscious form.

**"IRON DRAGON'S**!" Gajeel didn't get to finish the attack as Vilgax grabbed him by the face, tossing him into the wall.

"Oh this is just too fun." Eon smirked. However the temporal being's glee was quickly replaced with shock as Sting shot an energy blast.

"You know, I've been looking to kick Ben's ass for the past few days," The new guild master said. "But you'll do nicely."

"No you don't!" Albedo said, switching to Ultimate Humungousaur. He then tried to slam his tail into Sting, only for Rogue to block the attack with a shadow wave.

"You still need me to bail you out huh?" Rogue chuckled.

"Man shut up." Sting said with a groan.

Ultimate Humungosaur then recovered quickly, only for Mira, in Satan Soul, to deliver a powerful punch.

"I'm scared of her." Sting mumbled under his breath.

Laxus charged at Malware with full force. "I'm now off medical leave, and you'll do for a great sparring partner."

"I'll send you back to the hospital boy!" Malware taunted, shooting an energy blast.

"**Lightning God's Bellow!**" Orga shot a blast of lightning from his mouth that interlocked with the energy Malware shot. The resulting explosion sent the blob several feet away.

"Warn a guy why don't you." Laxus said sarcastically.

"Water Slicer!" Juvia fired several water blasts at Eon, who nimbly jumped over them.

"You arrogant little." Eon began, just as Rufus launched a magma stream at him.

"I don't remember someone as easily to defeat as you." Rufus smirked. However Eon reappeared behind Rufus and shot a powerful energy blast at him.

Eon was about to charge an energy blast at Laxus, when the Proto-whip's grapnel claw grabbed him by the wrist. "Not happening." Lucy said, as Loke ran up and delivered a powerful kick to the temporal being's stomach. Lissanna, in her harpy form, swung her talons at Eon.

"You cocky little!" Eon began, only for Yukino to deliver a roundhouse kick to his face, sending Eon to the ground.

"That looked fun." Rufus admitted.

"It's a mad house in here!" Darton said surprised as he, Levy, and the King tried to untie the princess.

"You kidding, this is a Tuesday for Fairy Tail." Wendy said, dodging one of Eon's stray blasts, trying to heal the master.

**"Chaos Dragon's Roar!**" Aaron shot an energy blast from his mouth that Vilgax deflected.

"So you are a dragon slayer, AWESOME!" Natsu cheered, then got series. "Now check this, **Fire Dragon's Brilliant Flame!**" Natsu slapped his fire covered fists together, the shockwave then created a massive fireball, aimed right at Vilgax. Strangely, the squid took the attack head on, just as Erza attacked while in her Heaven's Wheel Armor.

"All too easy." Vilgax sneered. His armor then glowed, pushing every attack and attacker away.

"Ok, that's new." Dizzcharge said, groaning. He slapped the Omnitrix disk, becoming Slam Tail. The alien lemur then threw his tail at Vilgax. However the alien warlord caught it, and pulled Ben towards him. As Slam Tail came closer, Vilgax delivered a powerful punch to the lemur's stomach, sending Ben into the ground.

"Still easy to defeat you Tennyson." Vilgax cackled, his sword positioned to strike.

"No chance!" Gray said, an ice bringer in his hand. However Vilgax grabbed the ice make weapon with his mighty grip, shattering the blade.

"Ok, that's never happened before." Slam Tail groaned, he then realized something. "Diamondhead worked well before." He slapped the Omnitrix disk, however instead he became Tech-Support.

"Aw man." Tech-Support groaned. However his disappointment was replaced by shock, when his equation vision kicked in. "So that's what's been happening, it's Vilgax's armor."

"What are you talking about?" Erza asked confused.

"Vilgax's armor can absorb magic and use it to make himself stronger, that's why none of your attacks are working." Tech-Support realized, raising his hands. "But I can work with that!" Tech-Support's energy beams poured out of his fingertips. Only everyone was surprised when nothing happened.

"Please Tennyson, did you really think this was the first time I've gone up against a Quitmentian?" Vilgax said with a wicked grin.

"What's he talking about?" Natsu asked confused.

"Deadlock seals, one of the few things that can keep me out." Tech-Support explained with an upset tone. "Our only other option is to overheat that armor, but that's-" Tech-Support didn't get much further than that as Natsu charged forward with a flaming fist. "Going to be harder than you think." He finished awkwardly.

Vilgax then caught Natsu and threw him at Laxus. The two then collided with the wall. "Damn it Natsu." Laxus groaned.

Vilgax then raised his hand, as an energy blast shot out from it. Tech-Support was hit so hard, it shattered his recently created shield, and slammed him into the wall. In a flash of light, Ben was human again.

"I've waited years to do this." Vilgax said, way to happily for anyone's taste.

"You want him, you have to go through us!" Freed said, as he and the other members of the Thunder Legion stood between him.

"Gladly." Vilgax smirked.

"Get Maltruant's gear!" Eon ordered Malware. The monstrous blob nodded. He walked over and put his hands to the Eclipse Gate.

"Not so fast!" Minerva said victoriously. She fired several rounds at Eon, not caring who got caught in the crossfire.

"Milady!" Orga shouted horrified.

"Then stay out of my way." Minerva cackled.

"Too bad for you." Eon said, walking out of the smoke, completely unharmed.

"What, but how?" Minerva demanded mortified.

"Simple, I am the master of Time and Space." Eon said smugly, "You're pitiful attacks won't even harm me." It was here, a stray clock gear then rolled out of the smoke. Eon turned to see Malware on the floor, out cold. "No matter." He shrugged.

Natsu however recovered first, and grabbed the gear, looking at it oddly. "So this is this clock guy's organ?"

"Something like that, now give it to me!" Eon ordered, punching Minerva as she lunged at him. The girl lay on the ground in defeat against an enemy immune to her magic.

"Natsu don't!" Lucy shouted horrified.

Natsu then looked at the gear, and then into the sky with a thoughtful look on his face. He then looked forward and smirked wickedly. "I got a great idea!" He then ran over with full intent on going to where Ben was.

"Natsu, what are you doing!" Bickslow demanded, dodging one of Vilgax's punches.

"This should slow him down." Evergreen said, removing her glasses, turning Vilgax to stone.

"I doubt that will hold long." Erza said grimly. As if to prove a point, Vilgax's stone form crack, then the granite shell shattered by the warlord's might.

"Charming." Vilgax said with a sneer. However he noticed Natsu run past with the gear in hand.

"What are you doing?" Aaron asked confused.

"Keep Vilgax off my tail for a bit." Natsu ordered happily.

"Uh, ok." Aaron shrugged, as Vilgax lunged at Natsu. Makarov quickly recovered and slammed his enlarged palm onto the tyrant.

"Natsu, what are you planning?" The guild master questioned. It was here, Natsu walked over to Ben, and slammed the gear onto the Omnitrix.

"Are you trying to break that thing!" Gray demanded.

"I am so confused with this plan." Juvia admitted.

However it was here, Ben stirred just as the Omnitrix glowed yellow. He looked up to see what Natsu was doing and smiled weakly. "Natsu, you're a genius." However Ben then got a look on his face like he ate something rotten. "That just left a bad taste in my mouth."

"Wait, he is?" Gray asked confused.

_"DNA scan complete, Chronosapien DNA now accessible."_ The Omnitrix said, as the core popped up with a new hologram.

Ben slapped the Omnitrix core, in the boy's place was a large, portly metal creature made of gold with black lines. Its chest was a green screen that showed a complicated assortment of cogs inside, which had the Omnitrix disk on the front. It had a large wind-up key on its head that had a black Fairy Tail guild mark on it. "CLOCKWORK!" Ben shouted triumphantly with a thick Swiss accent.

"That's what Maltruant looks like?" Sting asked confused.

"More or less." Clockwork said with a shrug. In a flash of green light, Clockwork disappeared, then reappeared delivering a powerful punch to Vilgax's face.

"Whoa, super speed!" Happy said excitedly. He and the other exceeds hid behind some rock. Pantherlily hid too, being low on magic.

"No, I just slowed down time around myself to look it." Clockwork said smugly.

"Ok, you have to be making that up." Lector said flatly.

"Fro thinks so too." Frosch agreed.

Mira then lifted Ultimate Humungosaur over her head, then slammed him into the ground.

"You accursed demon bitch!" Albedo shouted infuriatedly. He then switched to Ultimate Wing-Storm. He flew at high speeds, intent on killing her. However Mira switched over to Sitri and met the oncoming attack head on. The two collided in midair repeatedly, with neither intending to give up.

Mira then smirked, as energy built up in her hands. "Grand Soul Extinctor!" A powerful energy blast shot out, pushing Albedo through a wall. Mira smirked as she landed, turning back to normal.

"I will kill you Tennyson." Vilgax said, standing up.

"You've said that how many times in the past six years?" Clockwork smirked, dodging a swing of Vilgax's blade.

"You dare to mock Vilgax, conqueror of over a thousand worlds?" Vilgax demanded.

"You kidding, I'd mock anyone who uses the word mock." Clockwork countered, shooting a time beam at Vilgax. The tyrant raised his sword, only for it to be aged to a rusted piece of metal in seconds.

"Damn you!" Vilgax shouted, throwing his once magnificent blade to the side. He charged, fists now covered in energy. However Clockwork slowed down time, and sidestepped, allowing him to shot another blast at Vilgax.

"You have a plan, because I'd really like to hit him hard." Gajeel said, stretching away his bruises.

"Yeah, get the other dragon slayers together, and leave the rest to me." Clockwork said. Gajeel and Natsu nodded, both liking how he said that.

As he went over, per Ben's instructions, Natsu handed Darton the gear, just as he finished freeing the princess. "Take this, and hide." The minister nodded. The four members of the government ran out, full intent of escaping.

"No!" Eon bellowed infuriatingly. He ran forward, only for Erza to swing her Purgatory Armor's sword at him.

"You don't get to escape that easily." She said firmly.

"As you wish." Eon smirked, drawing a large purple energy broadsword of equal size. The two then charged and parried weapons. However, Eon reversed his grip, throwing his opponent's blade to the side.

"Erza, catch!" Kagura tossed Archenemy at the Fairy Queen, who caught the blade. She looked at the Mermaid Heel mage who nodded with a smile. Erza then requipped into her fire kimono pants and bindings.

"This is going to be good." Erza smirked, then swung Archenemy at Eon. The wave sent Eon threw a wall. "That was satisfying."

Ben meanwhile was holding down Vilgax as best he could. "Time for the grand finale." Clockwork then shot a powerful green light at Vilgax from his chest. When the flash died, Vilgax seemed unharmed.

"Is that the best you can do?" Vilgax sneered.

"Kind of," Clockwork said turning to the seven dragon slayers lined up. "Especially since I just accelerated time around your armor."

"What?" Vilgax asked confused.

**"FIRE/LIGHTNING/IRON/SKY/WHITE/SHADOW/CHAOS DRAGON'S ROAR!**" All seven shot their respective roars at Vilgax, who took the shot, however his armor was now breaking.

"What?" Vilgax demanded, horrified. Before he could respond further, Vilgax was sent flying several feet.

"And while accelerated, your armor couldn't keep up with the magic, and shorted out." Clockwork smirked victoriously.

"Oh yeah, we rule!" Natsu said, pumping his fist into the air, as Ben turned human again from a timed out Omnitrix.

"So you believe child." Vilgax said, weakly getting up.

"What the hell is it going to take to put you into the ground?" Laxus demanded.

"I'm willing to bet that question has crossed Grandpa Max's mind more than once." Ben admitted.

"And how do you figure?" Natsu demanded. "Mira beat Albedo, we took you down, and Erza made quick work out of evil Ben."

"You're forgetting someone." Vilgax said with a sinister smirk. Everyone then heard a large assortment of crackling electricity.

"Oh man," Ben groaned in fear, seeing Malware absorbing the Eclipse Gate.

"Yes, the power, the absolute **POWER!**" Malware shouted victoriously, as he began to grow.

"So, anyone have a plan?" Ben asked confused. "Because I'm kind of out of them at the moment."

Before anyone could say anything, every mage in the room was teleported out of the area, courtesy of Dorenbolt.

"You Fairy Tail fools couldn't resist, could you?" Doma demanded, standing in front of a legion of Rune Knights. "Destroying towns first, and the castle next?"

"Uh, we we're trying to save it from the squid guy and blob monster down there." Natsu explained.

"Don't lie to me, or I'll." Doma began.

"You'll do what?" King Fiore demanded, with his daughter at his side. Arcadios was right behind, with Maltruant's gear in hand. "Punish those who have helped my family, and helped saved this kingdom."

"Great, we'd love to see this end, but we." Ben began, only for a large earthquake to start. Everyone in the whole city was shocked to see what had happened. Malware began to emerge from beneath the castle, leaving a wave of destruction as he did.

Malware had changed, needless to say. He had become a massive dragon/centaur hybrid fused with the form Malware took during the final battle on Galvan Prime. His back was a complicated assortment of circuits in the shape of the pattern on the Eclipse Gate. His left arm was a cannon with three claws arranged like a y, his tail was a long blade. With a mighty roar, several of the surrounding buildings shook violently in Malware's presence. He then dug his hands into the ground, as a large amount of energy built up on his back.

"What is that thing?" Lyon demanded.

"Holy cow." Toby said frightened.

"Damn, you think that has to do with that Eon guy?" Yuka asked frightened.

"Sherry, I'm scared." Shelia cried into her cousins arms. Jura could only look as the titan rose up above the castle.

"Do you think Kagura's alright?" Beth asked concerned, seeing Malware rise.

"I know she is." Millianna said hopeful, although her face clearly said otherwise.

"Fairy Tail screws up again huh?" Goldmine said with a sigh.

"No Grandpa, not this time." Silver said firmly. "Natsu screws up, but not like this."

"Kid's got a point." Thomas said, walking along with his guild member. "I doubt with Makarov and all of them down there, they couldn't be the only ones responsible for this."

However what few were aware of, some were actually excited about the oncoming menace.

"Just as Eon predicted, first the monster, then the dragons." Kaiser smirked victoriously to his legion of followers. Eon had told Kaiser of the dragon herd that destroyed most of humanity, as such Octavius had ordered every member of Excalibur's Glory to Crocus. The army of about two hundred mages was ready to fight.

"We will soon rise up as the Ultimate guild!" Kaiser cackled victoriously.

"Uh sir," One mage said. "We'd all probably buy that if you had washed your face." Asuka had written things like poopy, and drew squiggles all over his cheeks.

"No matter." Kaiser said, quickly using a handkerchief to clean himself. "To battle!"

"Maybe we should have followed that wuss Wyvereal and joined a different guild too." One mage whispered to another.

"We might as well, after all thanks to our so called master, we don't have a guild hall anymore." Another pointed out.

It was here, something else appeared over the castle. "Oh no, it's Vilgax's ship!" Ben shouted in fear. Needless to say, the Rune Knights around him were just as afraid.

"All is ready master," Future Rogue said, kneeling before Vilgax as he sat in his throne in the control center, armed with a fresh armor. "The temporal summoning will begin in 10 minutes."

"Good, prepare the holo-feed, I wish to address the masses." Vilgax ordered.

"Vilgax, what's a Vilgax?" Lahar demanded.

"Evil squid alien from my hometown." Ben answered sheepishly.

"In his defense, no one knew he was coming." Lisanna admitted, as Elfman regained consciousness.

"People of Earthland!" Vilgax's face now showed up on a holographic projection. "I am Vilgax, conqueror of thousands of planets, and I have decided to add this world as my latest trophy." People throughout the streets began to panic. No one noticed Doma smirk victoriously.

"To those of you who believe you can stop me, I dare you to try." Vilgax said with a sadistic smirk.

"Fro is scared." Frosch said terrified.

"Don't feel bad, so am I." Happy admitted.

"Anyone have a plan?" Pantherlily asked concerned.

"What?" Lahar demanded into a communications lacrima. "An etherion blast is being targeted at the castle remotely?"

"What?" Makarov demanded.

"And you call Fairy Tail out of control." Gray spat at Doma.

"What are they talking about?" Ben whispered.

"Big concentrated magic blast that rains down from the sky," Lucy answered equally upset.

"You have something to say Doma?" Makarov demanded.

"Yes, it will look glorious." The man smirked.

"Wait, what?" Natsu asked confused.

"So it is true, you are the leader of Guiding Light!" Darton realized.

"Of course, and with the etherion blast, I'll destroy this accused monarchy, and the latest threat to the Kingdom." Doma cackled. Several rune knights lunged at him, only to discover the "Gran Doma" was a thought projection as they passed through him. As Doma cackled, he vanished.

"We can't evacuate the city in time." The king said solemnly.

"We won't have to," Ben said determinedly. "Lahar, can you get the blast to fire off prematurely?"

"Uh, yeah I think so?" He said confused, still on the line.

"Ben, what are you thinking?" Kagura asked confused.

"Chromastone." Rogue said, realizing the plan. "When I was transformed into that form, I could redirect energy of any kind."

"You can't handle a full etherion blast, but a weakened blast you just might." Makarov said with rising excitement.

"But where are you going to send it?" Dorenbolt asked confused.

"I have two options." Ben noted.

"I vote Vilgax!" Natsu said with a raised hand.

"Seconded!" Hisui agreed.

"Third." The king nodded, then turned to Ben. "Can you do it boy?"

"Only one way to find out." Ben said, bringing up the Omnitrix holo-ring.

"Fire the Etherion Blast, NOW!" Lahar ordered into the crystal. "We have a plan!" The night sky lit up as the blast came in.

Ben took a deep breath and sighed. "Alright Omnitrix, I don't want Grey Matter, I don't want Ripjaws, I need Chromastone!" He slapped the Omnitrix core down, becoming the prism cyclops. The alien took to the sky as the blast arrived. Chromastone flew in, and began to absorb the attack.

"It's working!" Chromastone shouted, as the overwhelming power engulfed him.

"Come on Tennyson." Gajeel cheered silently, grabbing Levy. Natsu instinctively grabbed Lucy by her right hand, and rubbed her guild mark. Erza and Kagura could only look on as the boy flew in. Mira grabbed both Yukino and Lisanna, hugging them tight, while Elfman wrapped his arms around Evergreen. Wendy grabbed Carla and Pantherlily, squeezing the air out of them.

"For once, I actually hope you pull this stunt off Tennyson." Minerva muttered under her breath. Frosch hugged Lector in fear, Rogue looked up in awe.

"I don't recall seeing something so noble." Rufus admitted. Orga and Sting nodded in agreement.

"Come on boy." King Fiore begged.

"Raise shields to full power!" Vilgax ordered his legion of drones. The machines nodded and began making preparations.

"Over the teeth, and threw the gums, look out Vilgax, here it-" But it was too late, Octavius created an energy blade, slashing Ben in the Omnitrix disk. The results fired the blast at half strength, sending Ben into the ground, and didn't penetrate Vilgax's shield.

"BEN!" Kagura rushed over to the dust storm Ben left behind. When the smoke cleared, Ben was on the ground unconscious, and the Omnitrix was shattered, although still on his wrist.

"Ben, wake up, it's hero time, remember?" Natsu begged, shaking the boy. "This, this isn't funny."

"Kaiser what the hell?" Erza demanded infuriatedly.

"I am just cementing my place as the ultimate guild master, as Eon foretold." He smirked, his blade raised.

"EON'S PARTIALLY RESPONSIBLE FOR ALL THIS!" Lucy bellowed, tears in her eyes.

"Lucy, enough," Makarov insisted calmly. "I believe Erza and Kagura have him covered." As if on cue, the girls jumped up, and proceeded to beat the crap out of Kaiser.

"Well that looks fun." Minerva admitted.

"And that looks bad!" Elfman shouted, pointing at Malware. It was here, 8 massive creatures began to pour out of Eon's back.

Five mages in the area instantly knew what they were: Dragons. The first was Ziraconis himself, the second seemed to be made entirely out of flames. One dragon appeared to be made of stone, while another was purple, and covered in sharp scales. A blue fish like dragon took to the lands, releasing a mighty roar along with a black dragon with a purple underside, as a large green and grey dragon landed on the castle gardens. However the eighth dragon clearly frightened everyone the most. It was a massive white dragon with a complex series of spiral scales covering its body.

"I remember hearing about that one from Igneel, that's Motherglare!" Natsu exclaimed horrified.

"Begin the invasion!" Vilgax ordered. Future Rogue nodded, and put a strange cybernetic crown on his head. You see, Future Rogue developed a unique magic, called Dragon Supremacy, which allowed him to control weak willed dragons.

"This is going to be good." Albedo said, still as Ultimate Humungosaur, as he walked out the front door.

Motherglare's body then launched several thousand eggs from his back, as he did, wave after wave of drones launched from Vilgax's ship. When the eggs landed, they hatched into large humanoid dragons. Mage after mage then took up the fight, intent on saving their home.

"Well, since I partially blame you two for this, you do me a favor." Natsu ordered Lahar and Dorenbolt.

"What?" Lahar demanded.

"Natsu, what the hell are you going on about?" Gray demanded.

"Eight dragons, and only seven slayers," Natsu noted, and turned to the Rune Knights. "There's only one guy we can turn to right now."

"We're on it." Lahar said firmly. Dorenbolt grabbed Lahar, and vanished with his teleportation magic.

"Natsu, what are you thinking?" Lucy demanded.

"Remember that mission we took, and met Wendy?" He asked, instantly reminded Gray, and Lucy of the idea.

"Yeah, and there was that Poison Dragon slayer guy." Gray said in realization.

"Who are you and what have you done with Natsu?" Makarov asked, trying not to insult the boy.

"Ben's out cold," Natsu said, turning around determined. "Vilgax is here, and he's not just going to leave us alone, so it has to be us to save the day."

"He's got a point." Sting said, getting into a fighting stance, with Rogue right at his side. Laxus shrugged, and nodded, walking up along with Gajeel. Wendy and Aaron nervously looked at one another before agreeing.

"We'll get Ben out of here for the mean time." Lucy said firmly. Devlin and Yukino nodded in agreement. The princess and Arcadios at her side.

"You aren't starting this without us." Kagura said, coming out with Erza, who switched to her flight armor.

On the outskirts of town, Crime Sorcière noticed the army coming in.

"We've got our work cut out for us." Jellal said firmly. The girls nodded in agreement.

"Then what are we waiting for, let's go save the day." Paradox said, twisting his cane, revealing a sword.

"To quote a friend of mine, IT'S HERO TIME!" Natsu declared victoriously, as he and the members of Fairy Tail charged victoriously.

**-To Be Continued-**

**Omnitrix Database**

**Species name: Chronosapien**

**Hero Name: Clockwork**

**Homeworld: N/A**

**Abilities: Chronokinesis**

**Bio: Not much is known about the Chronosapien race at this time. It is believed the only way this species was discovered, is when First Thinker Azmuth discovered a mysterious OOPart on Galvan Prime during an archaeological dig.**

**And here's part 1 of what I hope will be a three part event. Next time out will debut Excaliburn, I promise. Anyways, before we go, I have a few things to address. First, no I didn't forget about the crystal Future Lucy gave the others, Natsu and the others did. Hey, Evil tyrant shows up and tries to kill you, things like that tend to go over your head. Second of all, did anyone else realize that Future Lucy was missing an arm in the anime/manga? I just read about it online, and that totally went over my head when I first read it in the manga. Third, the story arc after this will be Ben, Kagura, and a few stray Farries going to Bellwood. My question is for that: does anyone have a special Ben 10 villain they want to see get their butts kicked by Natsu and the others? I will not accept Darkstar as an answer, because in this part of the timeline, Michael's still in Charmcaster's purse.**

**So see you next time, and don't forget to leave a review.**


	19. Chapter 19

**Ben 10: Guild Mage**

**Chapter 19: The Eclipse of Vilgax Part 2: United**

The City of Crocus, capital of Fiore, and a thriving metropolis could best be summed up in one word right now: Warzone. Vilgax's legion of drones, combined with Motherglare's hatchlings lead the opening wave as the eight dragons blasted from above. Malware roared, as he swatted away the massive number of Rune Knights that had dared to try to fight him. Future Rogue remained on the ship, as his well-being was a key to Vilgax's conquest. True the crown amplified his control over the dragons, that alone would only work if he remained on the ship. Plus, Vilgax didn't want the future mage to run into his past self and risk who knows what kind of paradox to take place. Motherglare was hitched to the front of the ship, as if it was a large horse drawing an emperor's carriage. The warlord himself however, was smiling victoriously. The grandson of one of his most hated enemies was depowered, and a new world would fall to the Vilgaxian Empire. True the Omnitrix was destroyed by some ego centric fool, but against an army amplified by this dimension's magic, Azmuth would have no choice but to build him a superior model.

"Rogue, see to it that Ben Tennyson is brought to me, I want him dead," Vilgax ordered. "Personally."

"Uh, of course master, but why?" Future Rogue asked confused. "He's powerless."

"True, but if I have learned anything from the years of fighting the Tennyson family, they always find a way to win." Vilgax said grimly. "With or without a means of transforming, Ben Tennyson is still a threat."

Albedo at the moment, was Ultimate Gravattack, and happily tossing around the Excalibur's Glory guild around like berries in a blender.

"This is all too fun!" The legless golem cackled.

"That's enough out of you!" Jura declared, delivering a powerful palm strike to the planet's back. The resulting attack sent Albedo through a building.

"Thanks man, we're getting out of here!" Several members dropped their armor and ran.

However a few walked up to the mountain monk. "Is Lamina Scales hiring?" One asked hopeful.

Albedo then switched over to Ultimate Underbite, and tossed the debris he was covered in away. "You die now." He hissed.

"Go talked to Lady Ooba, right now, leave this to me." Jura said firmly. Several drones and hatchlings then came down the street.

"Handle the shapeshifter, we got this!" Those brave enough charged at the oncoming army.

"And here I thought they were all money hungry." Jura chuckled. Just then, Albedo lunged at Jura jaws first, as the Wizard Saint steeled himself. He grabbed Albedo by the jaws as the bear sized badger made contact. Jura then pivoted, tossing Albedo over several buildings.

"That's one problem dealt with," He said, turning to the oncoming legion, "Now for another."

The members of Blue Pegasus were staring down the massive rock dragon, who stood tall in front of the guild.

"Fear not everyone, for I have a plan, my secret perfume!" Ichiya declared. "My armpits!" A foul smelling odor began seeping out the man's body. "For everyone knows that dragon slayer's have overly sensitive noses."

"Ordinarily, that is true, but I have no nose." The Rock Dragon cackled.

"My perfume was useless?" Ichiya said horrified.

"So cover your pits, I like smelling!" Jenny demanded.

"So like you humans, always useless." The rock dragon cackled. However it was here a series of red and purple energy wave nailed him hard. "Dragon slayer magic?"

"Poison Dragon Slayer Magic." A voice said smugly. It was a man about Laxus's height with tan skin, and shagged hair. However his most noteworthy feature was the scar going up his right eye, preventing it from being opened. This man is Erik, also known as Cobra, from both incarnations of the once proud Dark Guild Oración Seis, and a second generation poison dragon slayer.

"Well, looks like I'm going to be here a while," He shrugged, charging.

"Come on Ben, wake up!" Lucy begged, as she and the others ran through the war torn streets. Ben was presently on her back, still out from Kaiser's attack.

"Where are we even going?" The princess asked confused.

"Long story short, we found a cave full of high tech weapons to use," Devlin said firmly. "We'd tell you more, but now is not the time."

"What?" Arcadios demanded.

"He just said now is not the time, leave it be!" Hisui snapped.

"Princess?" Yukino asked confused at her tone.

"I'm sorry, but this is in part, my fault." Hisui admitted, tears forming. "If I hadn't pushed for the Eclipse gate to be used, then none of this would have happened."

"Well, I don't blame you, and I'm certain half of Fairy Tail doesn't either." Devlin said, turning and blasting one of Vilgax's drones. He then went over and picked up the blaster it dropped. "Right now, pointing fingers aren't going to save the day."

"We've got more incoming!" Lucy pointed out, as several hatchlings converged on their location. She pulled out the Proto-Whip and switched it to lightning mode.

"Go, I'll hold them off." Devlin ordered, shooting a powerful wave of energy at the oncoming armada. "Lucy, lead the way." Lucy nodded, knowing full well Devlin could handle himself. But what concerned her was how long.

Sabertooth was staring down two large dragons by the names of Scissor Runner and Levia. The two were presently thrashing around destroying everything in sight. Scissor Runner in particular looked like he was having a grand time at the thought of killing humans.

"This night just keeps getting better." Scissor Runner cackled.

"This might not be as tough as we thought, if memory serves Sting and Rogue killed dragons." Rufus said, trying to raise everyone's spirits. However everyone noticed how silent the two had become.

"Sting, what's wrong?" Lector asked confused.

"Rogue and I, didn't exactly kill our parents." Sting reluctantly admitted.

"Wait, what?" Orga asked confused.

"Weisslogia and Skidrum had become terminally ill, and asked that we be the ones to end their suffering." Rogue said, a few stray tears began to roll down his face.

"You two bit cowards, you lied to us, all of us!" Minerva shouted infuriatedly. It was here, she charged forward, clearly hurt and boarding on the lines of insane. Her target: Scissor Runner. However, he was a great deal faster and stronger, and knocked Minerva into the sky.

"Well, we're hosed." One random member said horrified.

"So, which one do you want?" Sting said to Rogue, eyeing the two dragons.

"I'll settle for the fish, think you can handle the glorified knife rack?" Rogue quipped.

"Are you both serious?" Rufus demanded.

"Definitely maybe." Sting shrugged.

"Mostly Likely." Rogue agreed. "But if we don't do anything now, who knows what will happen."

"Besides, I'd never turn down a chance to fight." Sting agreed. The two pulled their heads back, charging their respective roars.

"Humans to kill, how fun." Scissor Runner cackled. The dragon then deflected the attack, and prepared his own. However Levia grabbed him by the arm.

"No, one of these humans were ordered to specifically keep alive." The sea beast like dragon reminded.

"Kill joy." Scissor Runner grumbled.

"Wait, who were you not suppose to kill?" Rogue asked confused. Neither dragon made eye contact with him, giving Rogue a bad feeling in the pit of his stomach.

**"Lightning Dragon's Roar!**" Laxus tried to hit the fire dragon, Atlas Flame, however his attacks didn't even phase the dragon. Well in Laxus's defense, being made of fire does have its advantages. The fire dragon then released a powerful blast of flames, sending Laxus flying.

"Hang on Laxus!" Freed declared, writing Wings on his arms. Using Dark Écriture, to grant himself wings, Freed went off to save his comrade. Quick as ever, Freed grabbed Laxus and floated in air a bit.

"I have you Laxus, all is well." The leader of the Thunder Legion boasted prideful.

"Yeah, but could you land?" Laxus asked on the verge of barfing. Atlas Flame then let out a fear inspiring roar, and charged.

"Forget that, move!" Laxus ordered, as Freed took to the air.

"Alright babies, Baryon Formation!" Bickslow ordered his dolls. The five arranged their bodies into a pentagon shape and fired a green blast of energy at the sentient flame. However Atlas Flame nimbly dodged the attack.

"**Fairy Machine Gun: Leprechaun**!" Evergreen fired a barrage of light blasts at the dragon with the same results.

"No matter what we do, we can't stop this thing." Freed pointed out as he landed with Laxus.

"Anyone have a plan?" Evergreen asked confused.

"Easy, you'd just say what Natsu would do at a time like this," Laxus chuckled. "I'M ALL FIRED UP!" Laxus turned into a bolt of lightning, and slammed into Atlas Flame fist first. Quick as his element, Laxus rushed over the dragon over and over again. However Atlas Flame then released a torrent of flames from his body. The resulting attack tossed the four Fairy Tail mages away. Laxus was the first to recover, and ran forward again.

Wendy and Aaron were presently staring down the grey and green dragon, Toxona, down as poison infused smoke seeped from her nostrils.

"My first day of being an actual dragon slayer, and I have to fight an actual dragon." Aaron groaned. Toxona then pulled her head back, releasing a blast of smoke.

"Damn it, **Sky Dragon's Roar!**" Wendy shot a powerful gust of wind, blocking the attack.

"**Chaos Dragon's Flashfire Wave**!" Aaron swung his arms, releasing a wave of energy at Toxona. However the attack essentially bounced off the toxic dragon's scales.

"Alright, try Chaos Drag-AH!" That was as far as Aaron got, as he was blasted into the sky by Toxona's attack. The second generation slayer was shot into the sky, until he handed on something.

"AARON!" Wendy shouted, as Toxona fired a powerful gust of smoke her way.

"Wendy, hold on!" Carla declared, scooping up her friend, getting the young dragon slayer airborne.

"She doesn't talk much, but this dragon means business." Wendy said horrified. As if to prove a point, Toxona fired a barrage of concentrated smoke bullets at the girl and cat.

"Wendy, perhaps you should try Re-Raise as a safety precaution?" Carla suggested.

"I already have, and her attacks are so potent, I doubt it will last long." Wendy admitted frightfully as Toxona swung her claws.

"Ow, that hurt." Aaron groaned. Unfortunately, his problems got worse, as Aaron nervously discovered, he had landed on Ziriaconis.

"Get off me you disgusting chunk of flesh." The jade dragon ordered, as he shook his head violently. Aaron tried his best to stay on, but the dragon was too strong. The chaos dragon slayer was flung off as a result. However Mira in her Satan Soul quickly caught him.

"Are you ok?" Mira asked concerned, putting him on the ground.

"I'll live." Aaron admitted.

"Not for long!" Ziraconis declared, running forward.

**"Chaos Dragon's Roar!"** Aaron fired an energy blast at the jade dragon, only for the attack to bounce right off the oncoming threat.

"Time to go!" Mira declared, grabbing the boy. Aaron didn't question it, although it did answer his light motion sickness.

Levy at the moment, was watching Gajeel in Iron Shadow Dragon mode, clashing with the dark dragon. However even with the enhanced form, Gajeel still wasn't making headway.

However right now, several people throughout Crocus had one thought at this moment. Whether they were from Blue Pegasus, Savage Hunter, Sabertooth, Quattro Cerberus, Lamina Scales, Mermaid Heel, Rune Knights, what remained of Excalibur's Glory, or Fairy Tail.

"Ben Tennyson, where are you?"

Ben at the moment, was still out from Kaiser's attack, as the escort team was nearing the Plumber's base.

"Just a little longer Ben." Lucy insisted. However, Lucy herself didn't want to believe what she told herself. This place was chaos, nothing they could do would stop Malware and Vilgax. No, she couldn't think like that. Ben stood up to Vilgax despite the warlord's strength, and the hero's rebooted Omnitrix, and yet Ben found a way to win.

"We're going to take you down for this Vilgax." Lucy said firmly.

"Agreed." The princess said, with determination herself.

As the convoy turned the corner, they were shocked to see Malware coming down the street. The titan took notice of Lucy, Yukino, and Ben specifically. "Well, well, well." He sneered walking over, "Some loose ends to tie up."

"Ok, now we need to run the other way." Lucy declared, turning heel.

"Good idea!" Hisui agreed terrified. The three four turned around and dashed into an alleyway, narrowly missing Malware's claw. The blob then morphed the appendage, creating a cannon. The blast shot down the narrow pass, nearly nailing the would be victims. However it was here, a familiar pair of chains wrapped the five up by the ankles and pulled them underground, half a second before the blast would have hit.

"Damn." Malware cursed. However, a series of Rune Knights charged at Malware. The Galvanic Mechamorph just shrugged, then fired a barrage of energy blasts at them.

Back at the Magic Council headquarters in Era, Lahar was observing the events through various lacrima visions. He had arrived in hopes of finding the real Doma, with little to know results. Although , the plus side was several technicians did sever his remote control of the Satellite Square, and were trying to track the now criminal former councilman down. However specifically, he turned to various members of Fairy Tail. Despite countlessly trying to disband, arrest, and even destroy the guild, Fairy Tail was working hand in hand with the Rune Knights.

"You don't understand do you Lahar?" The commander turned to see the aged face of Councilman Org walking up. "Why they're helping?"

"It, it crossed my mind sir." Lahar admitted.

"Because of tragedy, that's all there is too it." Org mentioned humbly. "Tragedy, is the ultimate test of character, it can make a person, or destroy one just as easily."

"Doma's living proof of that." Lahar admitted. "I don't even know what to think anymore."

"Then think for yourself, and we can only hope for now." Org explained.

Erza, now in her morning star armor, deflected several blasts from Vilgax's drones. However it became quickly apparent, take down one, six more take its place.

"How did Ben put up with all this?" Erza asked confused and tired. Several dozen drones swarmed her.

"If memory serves, he had help." Jellal said, using a golden fire ball to destroy the armada.

"You took your sweet time getting here." Erza said relieved.

"YOU!" Millianna charged filled with rage and sorrow. She tackled Jellal and pinned him to the ground, with claws raised in the air. With tears in her eyes, Millianna then shouted vengefully. "It's all because of you Simon's dead!" However that was as far as the cat mage got, as Erza grabbed Millianna by the wrist.

"Millianna, enough!" Erza demanded. "Killing Jellal won't do bring Simon back."

"But it will ease the pain!" The three turned to see a now enraged Kagura, pulling out her sword, and pointed it at Jellal. "Now move the both of you, he needs to die."

"Kagura, no." Erza stepped in. "Is this really what you want?"

"Yes, it's what I've wanted for years!" Kagura shot back. She charged forward, ignoring the battles around her. It was then, someone stepped in her way.

"If you want revenge for your brother, then kill me." Ultear insisted. Kagura stopped seeing the woman as she continued. "It was I who manipulated Jellal the whole time, and I alone deserve the burden of your vengeance." Kagura was silent for a moment, then punched Ultear hard in the face to the point where blood started seeping out her lips.

"That was for getting in my way." She then walked over to the now standing Jellal. "Is what she said true?" She demanded.

Jellal looked at Simon's little sister for a moment, and nodded. "Although I am still to blame for the travesty of my old friend dying, I deserve no less then death, and yet I have begun a road to redemption, one of which I hope includes your forgiveness."

Kagura was silent for a moment, and then with a touch of her gravity magic, Kagura kicked Jellal in the balls. She used so much force, Jellal's eyes rolled back into his head as he passed out. "Apology accepted."

"Not what I thought she was going to do." Erza said nonchalantly, knowing full well she's done worse. Erza then put on a teasing smile. "I guess Ben has rubbed off on you a bit."

With a slight pink tint on her face, Kagura turned to face the others. "Maybe." She admitted sheepishly. She then leaped away, to help others in need.

"They are so meant for each other." Millianna smirked.

"Agreed." Erza said with a smile.

"I may no longer be able to have children." Jellal groaned in absolute agony.

Lucy opened her eyes, to see Virgo and Loke looking down on her.

"Are you alright princess, am I to be punished?" Virgo asked in her usual monotone.

"No, but what are you two doing here?" Lucy asked confused, sitting up off the ground. Lucy quickly noticed, she, Ben, Yukino, and Arcadios were relocated to the Crocus Central Park. Ben at the moment, was laid carefully on a nearby bench, with Yukino looking over him.

"Two of us, count again." Loke smirked. "I had to get special permission from the Spirit King to do this." Lucy looked up in shock, it was all 12 gold zodiac spirits. Well, 11 at the moment, Aquarius was strangely missing.

"She's having a little chat with the Princess." Gemi explained.

"Aquarius wasn't too thrilled on her stealing our keys." Mimi continued.

"And if I find out any other keys were stolen, I'm going to make sure you're afraid of water, with or without being royalty, got it!" Aquarius bellowed, as she threw Hisui towards the others.

"Yes ma'am, a thousand pardons ma'am." Hisui begged, now on her hands and knees horrified of the spirit.

"I do not want to have this conversation again!" Aquarius shouted in anger.

"Do we have a plan?" Aradios demanded, tired both physically, and from the stunt Aquarius was pulling off.

"Aside from getting to the plumbers base, not much." Lucy admitted. Seeing everything go down, Lucy slowly pulled out the crystal her future self had given her. This one crystal had one of Ben's most powerful forms on it, but she didn't know which one.

"Well, we aren't going to do anything just twiddling our thumbs around." Aquarius said, seeing Lucy distraught. "So, save bet, we got to go beat the big red and black thing responsible for all of this."

"That does make sense." Hisui agreed.

Aquarius snapped her neck at the princess. "Who gave you permission to speak?" The water spirit demanded. Hisui panicked at this.

"Let's go." Scorpio insisted.

"Not you, you and Virgo help Lucy get to the base." Loke insisted, fully aware of the little problem between the two.

"If you'd like, I can punish him for you." Virgo offered Aquarius.

"I'll put that in the maybe column," Aquarius began, liking Virgo's suggestion. "But no, we need everyone to take him down."

"Let's MOOVE it." Taurus smiled, pulling out his ax. Libra nodded in agreement, while Pisces looked ready to charge. Sagittarius twirled several arrows around, while Scorpio got out of his funk, and ready to fight. Gemini danced in joy, while Aries just looked nervous, but determined. Capricorn cracked his knuckles, as Loke readjusted his rings. Virgo's eyes shifted red momentarily, while Cancer sharpened his scissors, and Aquarius spun her urn.

"Go get him." Lucy said with a thumb's up. Libra nodded and activated her gravity magic, allowing all 12 spirits to be airborne.

"Good luck everybody." Lucy said softly. It was here, an assortment of blasts got the four's attention. It was Albedo, fighting Minerva. The Sabertooth mage blasted several territory blasts at Ultimate Humungousaur, who deflected every single one.

"This is what you get for landing on me!" Albedo shouted infuriated, firing several dozen rounds of missiles.

"Hang on!" Kagura shouted, swinging Archenemy. The attack was deflected, and redirected at Albedo.

"You two inferior life forms think you stand a chance against a hyper evolved being, such as myself." Albedo scoffed.

"I don't need your help." Minerva shouted infuriated.

"He's got enhanced versions of Ben's powers, you need all the help you can get!" Lucy shouted. It was at this, Albedo's attention was shifted to the now unconscious Ben Tennyson.

"Good point, I'll just end him now!" Albedo then slammed the girls to the side with his tail, and charged forward.

"No chance." Lucy gulped horrified, pulling out the Proto-Whip in lightning mode. However it was here, some beeping went off. Everyone except the evolved vaxsaurian then noticed both Ben and Albedo's Omnitrixes were beeping and glowing their respective colors. Albedo then jumped into the air, his hands clasped together.

It was here, the face plate on Albedo's Omnitrix opened up. Part after parts jumped out of it, and into Ben's Omnitrix. The device then began to repair itself, and soon erased every ounce of damages done by Kaiser. Albedo then was engulfed in a bright red flash of light, as he flew over into the bushes.

"Ow, my aching head." Ben said, slowly stirring.

"Ben, thank goodness, I thought you were dead." Kagura then pulled Ben into a bone crushing hug.

"I just might be if you don't let go!" Ben gasped for air.

"Sorry." Kagura said sheepishly, releasing him.

"Uh, how come the Omnitrix is fixed?" Lucy asked confused.

"No idea." Ben shrugged, looking at it. It was here, a hologram of a much older Grey Matter appeared. He wore a black and green robe and had whiskers and dark grey splotches all over his body.

"Ben Tennyson." The being began.

"Azmuth, what?" Ben asked confused, only to be interrupted.

"If you're seeing this recording," The being, now known as Azmuth continued.

"Of course it is." Ben thought bitterly.

"Then by some notion, the Omnitrix has been damaged to extensive repairs, but don't worry, I don't blame you. Your kind is too stupid to cause this level of damage." The recording explained.

"That's Azmuth alright." Ben said dryly.

"To simplify things for you, during one of my visits to the Earth Plumber's base, I installed a unique program into Albedo's stabilizer to transfer needed parts to the Omnitrix in case of such an event, he always was a heavy sleeper." Azmuth explained adding a light chuckle to that last part. "I merely did this to infuriate Albedo even further, plus we all know how useless Blukic and Driba are."

"True." Ben admitted.

"Let it be known, that this alteration will return your ability to "Go Ultimate" as you so easily describe it." Azmuth's recording used air quotes and sounded upset speaking this. "Now whatever nonsense you've gotten yourself in, I have one piece of advice, get out there, and kick some butt already!" Azmuth's recording ended the transmission on a rude note.

"Uh, who was that?" Yukino asked confused.

"The guy that created the Omnitrix." Ben said with a smirk. "Now, what's been happening?" Yukino and Lucy took turns explaining what happened. Kagura butted in, explaining what happened with Jellal too.

"So, is there an actual plan?" Arcadios demanded.

"I have one, but it will cost us the Null Void projector." Ben admitted, sounding a little upset.

"But, didn't you say it was your only way home?" Lucy asked confused.

"You guys need it more than I do." Ben said, trying to show a weak smile. "Minnie, you finish with Albedo."

"Why?" Minerva demanded. However Ben's answer turned her sour disposition into a disturbingly happy one.

"Due to a three way combination of his arrogance, my interference, and Azmuth's genius, Albedo is now trapped as an 11 year old albino version of me." Ben explained with a smirk.

Just then a boy fitting Ben's description stumbled out of the bushes, spitting out leaves. "Stupid planet." Albedo groaned. It was here, the once Galvan looked up in horror. Standing over him with a sadistic grin was Minerva Orlando.

"We have unfinished business short stuff." She said villainously. "You have a 5 second head start, I suggest you take it." Albedo's screams of horror could be heard for miles.

"What was that?" Wendy asked confused.

"Some little girl screaming for their mother I'd wager." Carla suggested.

"Come here you little twerp!" Minerva bellowed, running after a horrified Albedo.

"I actually wanted to join her with that." Lucy said with a reluctant smile. It was then, the crystal shot out of her pocket, and into the Omnitrix.

"_DNA sample acquired, Galvanic Geigeroid now accessible._" The Omnitrix said with a synthesized voice.

"Uh, what was that?" Ben asked confused. He knew what alien he now had access to, Ben wanted to know what happened.

"Right, I forgot to tell you in the confusion." Lucy admitted. Before she could finish her sentence, a blast went off right by her head. To everyone shock and horror, it was a massive number of drones and hatchlings.

"Three words, It's hero time!" Ben shouted triumphantly, activating the Omnitrix. In a flash of green light, Ben had become Jet Ray. The alien Manta ray took to the skies, and blasted the multitude of attackers. With a slap of the Omnitrix disk, Ben shifted over to Razor Fin, blades extended, and slashed the drones in half.

"He's back." Lucy smirked, striking several drones and hatchlings with the Proto-Whip's lightning mode. Arcadios swung his sword, doing the same. Yukino picked up a stray blaster and started shooting several goons. The princess however, backed away horrified of the drones clutching Maltruant's gear still. She slowly backed into the wall of the alley. However Razor Fin's blades penetrated their bodies, destroying them.

"This is some grade A therapy right here." Razor Fin chuckled happily.

"Thank goodness." Hisui said relived. She then got nervous looking, something Ben noticed.

"What's up?" Razor Fin asked confused, kicking away a few hatchlings.

"I'm sorry for everything we did during the Games." Hisui blurted out nervously.

"Wha?" The fish asked confused.

"I had my guards alter the controls so that you would be in the extra rounds so we could see your transformations because we didn't trust you at first." The princess explained nervously. "But seeing you trying to save us all."

"Save it, water under the bridge." Razor Fin assured her. It was then he started coughing. "Speaking of which." He slapped the Omnitrix disk, becoming Diamondhead, and made a wall of crystals in front of the two. Kagura then slashed the army in front of the walls.

"Ben, we have to go!" Kagura cried out. Diamondhead shrunk the walls and ran out with the princess at his side.

"Alright, let's move people!" Diamondhead declared. Everyone nodded, and headed out to the Plumber's base. Not getting three feet, the team had the displeasure of running into a swarm of hatchlings.

"Alright, let's see them pick on Humungosaur!" Diamondhead declared, slapping the Omnitrix disk. However much to everyone's surprise, Ben was human again, with a yellow flash of light.

"Aw, what?" Ben asked confused and annoyed. A rotating holo-ring then appeared over the Omnitrix, reminding Ben of a video game's loading icon.

"_DNA Sample acquired, Ascalorian DNA now accessible._" The Omnitrix said.

"Asca-what?" Hisui asked confused.

"Ben, didn't you once tell us there are alien dragons?" Lucy asked realizing something.

"Only one way to find out!" Ben declared, pressing the Omnitrix, and slapping down the core. Ben then got on his hands and knees as the emerald green flash engulfed him, causing him to grow. His skin was being replaced with emerald scales, and an onyx underbelly. A pair of massive wings emerged from his back, with the right wing having a large blue Fairy Tail guild mark in it. A long tail with a curved broad knife at the end shot out of his back, while his neck extended, giving him a saurian like head sculpt with a horn on his nose, and two on the back of his head. Finally, silver shoulder, elbow, and knee armor emerged from his body, while a silver helmet with the Omnitrix disk was placed on his horned head.

"Now this is awesome!" Ben declared, as he roared with a deep voice. He then pulled his head back and released a massive emerald blaze. The attack scorched and pushed the hatchlings far away.

"Awesome." Kagura said with a smile.

"Oh yeah, EXCALIBURN RULES!" Ben declared.

"There are worse things you could have called yourself." Lucy admitted.

It was here, several airborne drones came flying in. With a smirk, Excaliburn took to the skies as his horns became engulfed in thunderbolts. A powerful ball lightning blast shot out of his main horn and into a drone. The electrical current then surged into the other machines.

"I didn't even know I could do that!" Excaliburn cackled victoriously. He then turned to the others. "Get to the plumber's base, I'll meet you there!" He took to the skies, and fired several blue gusts of smoke, covering the drones in ice.

"He seems powerful." Hisui admitted awestruck. Kagura nodded in agreement, while Yukino just smiled.

"Excaliburn must run on magic, that why he's so much more powerful." Lucy thought, with a worried expression on her face. "But will it be enough?"

Excaliburn flew past several drones and hatchlings, he made a quick turn into a dead end, as hatchlings and robots converged on him.

"Smile for the camera!" The dragon alien smirked, as he shot a powerful lightning blast at the armada, destroying them. "I am so loving this!" He took to the skies again firing a blast of ice, encasing some passing drones in ice.

"BEN'S BACK!" Juvia shouted happily, pointing down the street.

"And now he turns into a dragon." Gray groaned. "We are never going to hear the end of this with Natsu."

"Go Ben 10!" Frosch said happily as the frog like cat watched the hero in action.

"Damn that is cool." Lector said, holding up a stick he had planned on using to defend himself and Frosch. It was here a large missile like object shot out of Vilgax's ship. Ben recognized it as the dormant form of the mechadroid he sent the day he got the prototype.

"Well, time to for this dragon to do some slaying." Excaliburn said, flying over as the drone activated. It fired several energy blasts from its hands, which Excaliburn dodged. He then shot a fireball from his mouth, however the drone deflected it. As Excaliburn reached his destination, the titan jumped into the air, as its legs spun. The robot then slammed into Excaliburn's body.

"OK, how the hell did I fall for that trick a second time." Excaliburn groaned in pain. While trying to move, Excaliburn's tail then stabbed the mechadroid in the chest. "OK tin can, get off me!" He swung his tail, throwing the robot off.

"Well since I can do the reflection trick again, how about you chill out!" Excaliburn then fired a massive ice blast freezing the machine solid.

"Impressive." Erza admitting running up. "It almost looked like your attacks were powered by magic."

"You think?" Excaliburn asked confused.

"Just a theory." The Fairy Queen admitted. "Now go, I have much pent up anger to unleash." She switched to her purgatory armor and ran off to fight."

"Every day she doesn't kill us is a miracle." Ben admitted with a smirk as he took off.

"VIRGO KICK!" Virgo delivered a powerful kick to Malware's side, pushing him back several feet.

"You've been hanging around Lucy too much." Aquarius smirked.

"Jealous?" Virgo taunted.

**"SAND BUSTER / HYDRO BLAST / LION BRILLIANCE!"** Scorpio, Pisces and Loke fired their respective long range attacks at Malware, causing him to stumble back.

"Charming." Malware cackled, after shaking his head from the minor distortion. He then raised his cannon arm up, a beam charging up.

**"Wool bomb!"** Aries said timidly. She tossed a fluffy pink wool attack into the cannon, causing it to clog up and blow up into him.

"Nice one." Libra smirked under her veil. Using her gravity magic, she shot Taurus at Malware with incredible speeds. His ax raised in the air, Taurus was prepared to strike. However from out of the smoke, Malware's normal claw smacked him the bull to the side. Malware then turned his head to see Aquarius using her urn to create a massive water vortex above her head.

"Take this freak show!" Aquarius declared, tossing the whirlpool. Sagittarius then shot an electrified arrow into the vortex that quickly multiplied into 1000 arrows. The electrified whirlpool then covered Malware, clearly doing some damages.

"Everyone nail him now!" Loke ordered. Gemini turned into Loke, and everyone launched their own long range attacks at Malware. The vortex was quickly replaced by a powerful multicolored aura. However Malware soon grew increasingly infuriated.

"ENOUGH!" Malware bellowed, releasing a massive energy shockwave, knocking the spirits through a building or two.

"Ow, he means business." Aries groaned in agony, tears forming.

"Well then, secret weapon time." Loke admitted tossing his now shattered sunglasses. "Those where my favorite pair."

"Whoa hold up, you aren't thinking." Aquarius began nervously.

"Big Brother no!" Virgo said firmly, on the border of fear. "Who knows what will happen if we use it."

"And if we don't?" Mother Pisces asked reluctantly.

The twelve spirits reluctantly looked at one another nervously, and agreed. The twelve then spread out and circled Malware.

"EVERYONE, TOGETHER!" Loke bellowed. The gold spirits then placed one hand on the ground as a complex rune circle then surrounded Malware. As it did, their respective zodiac signs then appeared beneath the spirits as they channeled their magic.

"What is this nonsense!" Malware demanded. He tried to move, only to discover a massive energy barrier was infused with the rune circle.

"What in blazes?" Arcadios asked confused at the golden light show.

"They, they wouldn't." Lucy said horrified. "The Celestial Judgement attack."

"The what?" Yukino asked confused, never hearing the name before.

"A powerful spell that rivals an etherion blast created from all twelve spirits, but we have no idea what it could do to the worlds, ours or the celestial spirit world." Lucy explained. "It could even kill them."

"Lucy, make sure they're alright, I'll lead the others to the base." Kagura insisted. Lucy gave a grateful nod, and ran off.

**"CELESTIAL JUDGEMENT!"** The twelve shouted in unison. The rune circle was then covered in a blinding gold light.

"KEEP GOING!" Loke bellowed. As he did, his eyes took on a menacing dark purple glow to it.

"Loke, Virgo, Aquarius!" Lucy had quickly made her way to the epicenter, only to find the flash had ended, and Malware was reduced to several large piles of slime. The only spirit remaining was Virgo, and she seemed to be unconscious.

"They must have used up so much power, it send them back to the spirit world." Lucy said horrified. She then ran over to the maiden and cradled her in her arms.

"Virgo, please wake up." Lucy begged, tears in her eyes.

"Prin-Princess, behind you." Virgo said weakly. Before Lucy could react to her request, she was thrown to the side by Malware. After landing on the ground, Lucy looked up to see one of the blobs had reformatted into the form he had when Malware first came to Fiore.

"No matter, I'll be whole again soon." Malware stood above Lucy, claws extended. However Lucy quickly kicked him back. She grabbed the Proto-Whip in blaster mode and fired several rounds at the blob. However her attack only pushed several of his body parts away.

"Alright, let's see you handle, this!" Lucy shifted the whip, as it converted into a large bow with an energy bow string. She drew it back and three electrified energy arrows were summoned. With decent aim, Lucy fired them at Malware, causing the monster to shout in horror. When the volts of energy died down, Malware had become a puddle of slime once more.

"I so got this." Lucy smirked victoriously.

"Not as much as you might think child." A voice said from behind her. Much to her horror, it was Ziraconis with a predatory grin on his face. Aaron fired several blasts at the dragon, but they all seemed to bounce off him.

"I'm dead." Lucy paled.

"This is asinine!" Vilgax shouted infuriated. The various mages were actually pulling off a small victory over him. Vilgax's drones were being destroyed faster than he could send them out, Albedo was depowered, and Ben Tennyson was at full strength again.

"Master I assure you, I will fix this." Future Rogue insisted, horrified of his master.

"You!" Vilgax began, only it was here, he realized something. "Where is the pink haired one?"

"Natsu?" Rogue began. "I don't know but." It was here, the ship shook rather violently.

"He's attacking Motherglare isn't he?" Vilgax asked rhetorically.

"Uh," Rogue looked over the console. "It appears that way."

**"Fire Dragon's Crushing Fang!"** Using the momentum from his spin, Natsu delivered a powerful strike to Motherglare's neck as he ran across his boy. "I don't even want to know why I'm not motion sick on this guy." He then reached the base of the dragon's wings and grabbed one.

"**Fire Dragon's Grip Strike!**" He ignited a powerful flame that greatly injured the dragon.

"One more blow like that and-." That's as far as Natsu got, as Future Rogue slammed his multicolored aura infused fist into Natsu's face. The fire dragon slayer rolled down the dragon's body, barely holding on.

"You just can't stay down, can you Dragneel?" Future Rogue sneered, adjusting a strange set of gauntlets on his wrists. After adjusting them properly, a pair of energy whips, one white and one black, surged out of them. He then swung his arms allowing the whips to swing at Natsu.

"Why, why go this far, what about your friends in Sabertooth?" Natsu demanded, jumping out of the way. Infuriated, Rogue swung his whips and smacked Natsu in the stomach hard.

"Because I don't have anyone else!" The future mage declared, clearly infuriated.

"What about Frosch?" Natsu asked hobbled over in pain.

"Frosch is dead, killed by your so called guild mate Gray Fullbuster." A stray tear rolled down his face.

"What?" Natsu demanded horrified.

"In one year's time exactly, a cult called Avatar took over for the Balam Alliance, with Gray being among their ranks, where he killed Frosch!" Future Rogue fired a White/Shadow dragon roar right at Natsu, who barely dodged in time.

"But Frosch is alive today, you could prevent your little buddy's death." Natsu suggested, trying to appeal to his humanity.

"So what?" Rogue demanded, pressing a button on his wrists, turning the energy whips into energy blades.

"Oh crap!" Natsu paled.

Lucy ran past one of Zirconis's claws using the grapple claw mod to pull herself forward. However her target ended up putting her near a squad of Rune Knights. "Hi, sorry, running from a dragon."

"What's that Fairy bitch going on about now?" One knight said rudely. However he got his answer in the form of Zirconis.

"Get him!" Korvats demanded, as every member in the crowd charged.

"Do you know what my magic is?" Zirconis asked with a smirk. "It's to shame humans." He breathed a gust of smoke, covering the knights and Lucy.

"There he is." Aaron said, arriving with Mira, only to see the results of the smoke.

Everyone caught in it, had been reduced to their birthday suits. Zirconis then cackled vilely, while licking his lips. "I love the taste of humans, but your clothes are horrible!"

"AW COME ON, WHY DOES THIS KEEP HAPPENING TO ME!" Lucy demanded, holding her chest in embarrassment.

"Don't look." Mira ordered, putting her hand over Aaron's eyes as the Rune Knights ran away in embarrassment.

"I'm 17, I know what a naked guy looks like." Aaron said irritated.

"What?" Ziraconis asked, turning around. As he did, the Jade dragon's tail knocked into Lucy, sending her airborne.

"Die Dragneel!" Future Rogue declared infuriatingly, swinging his blades.

"Sorry, but my friends need me more, and I need them!" Natsu shot back, getting madder.

"NATSU, HELP!" Lucy shouted horrified as she spun around. When he turned, Lucy had knocked into Natsu sending the two flying away.

"Lucky bastard, how come all the pretty girls go for him?" Future Rogue grumbled under his breath.

Excaliburn landed right next to the opening of the Plumber's base, just as the others arrived. When he landed, Ben switched back to human.

"I better save some power." Ben explained to the confused team.

"So what's the plan exactly?" Kagura asked confused. It was then, Lucy and Natsu landed right next to them.

"Seriously Lucy, Natsu demanded disturbed. "Who goes flying through the air naked?"

"What?" Hisui and Yukino asked horrified and red from embarrassment.

"That damn dragon did this to me OK!" Lucy shouted embarrassed.

"Whatever you say Lucy Heart-Feel-Me-Up." Natsu shot back rudely.

"And Aquarius said you'd never get a girlfriend." Virgo said, as Happy flew her in.

"You love him!" Happy taunted, his smile equally large as Virgo's. He had found Lucy's keys and whip and figured went to return them. In doing so, Happy bumped into Virgo, who wanted to ensure Lucy's safety.

"I'll kill you cat!" Lucy shouted horrified. "And it's not at all what you think!"

"Then why were you frolicking with him in the nude?" Virgo asked trying her best to hold in her laughter.

"Uh, Lucy, I saw a locker room filled with Plumber's uniforms." Ben said, not looking.

"Thank you!" Lucy shouted, running inside.

"This happens often, doesn't it?" Kagura asked Natsu.

"Nowhere near as many times as Gray does." Natsu shrugged.

After Lucy was dressed in a white and black Plumber's uniform and Virgo went back to the spirit world, Ben lead them to the Null Void projector room.

"OK, so what's this plan of yours?" Natsu asked confused. "You said you needed this thing to go home."

"I did, but Fiore needs it more than I do." Ben said, activating the Omnitrix, becoming Tech-Support. With a deep sigh, he raised his hands. The projector then disassembled and reassembled into a large silver disk about the size of an average manhole cover.

"This, is a Null Void Transcharge, with it, we can send Malware to the Tesla Caverns, a place in the Null Void made just for Mechamorphs." Tech Support explained.

"But what about the dragons?" Hisui asked confused and fascinated at the device.

"Simple, the Transcharge will draw on the temporal energies of Malware, and without them the dragons go back to their own time." Tech-Support explained.

"Decent plan, except one flaw." Devlin said, walking in. "We have to get it on Malware, and he's just about reformed from his fight with the spirits."

"Leave that, to me!" Tech-Support said, raising his arms. Various parts and machines then converged on the hanger, as everyone followed them. In said hanger, was a large green and black, futuristic jet. The four wings near the rear of the vehicle were arranged in an X-pattern, point towards its six thrusters. On the back were two zigzags, giving it the appearance of the Omnitrix logo.

"Everyone, meet Rustbucket 4." Tech-Support said with a smirk. "After we use it on Malware, we can use this bad boy to get onto Vilgax's ship and kick his butt!"

"Ok, before I go onto that screaming metal deathtrap, I have one question." Lucy began.

"Only the original Rustbucket broke down, the other two are still in use." Ben explained, as he returned to normal.

"OK, thank you." Lucy said with a sigh of relief.

"I'm still not going on!" Natsu shouted horrified.

"His motion sickness, remember?" Happy pointed out.

"I already thought ahead and installed a motion sickness rejection system, you'll be fine." Ben said holding up a hand.

"That's a thing?" Arcadios asked confused.

"Yeap." Devlin said with a smirk.

"AWESOME!" Natsu said, running up the ramp, into the cockpit.

"You can turn it off, right?" Hisui asked with a smirk.

"Obviously." Ben said, returning the grin.

The team of 8 piled into the futuristic cockpit, as Devlin took the pilot's seat. The interior was near identical to Rustbucket 3's before Kevin learned about Rook's Proto-Truck. However it also had a rather magic feel to it. Before Devlin started the jet, Ben decided to point something out.

"Natsu, you see this?" Ben asked pointing to a rather large green button. "This is the "Make Natsu shut up" button, which I have full plans on using if you set anything on fire."

"You're bluffing." Natsu pouted from his seat.

"Just don't do anything!" Kagura threatened in a tone Erza would use to stop a brawl in the guild.

"OK." Natsu whimpered. He then got an idea. "That button would eject me from the ship, right?"

"Sure, if you stood on the right spot." Ben admitted, not seeing his point.

"Get me over the fire dragon, I have a plan." Natsu said determined.

"Alright then passengers, this is your captain speaking." Devlin began with a smirk. "Please remain seated with your seat belts on until we reach cruising altitude."

"Respectfully," Princess Hisui began, clutching Maltruant's gear. "Shut up, and fly this thing."

"Aye-aye ma'am!" Devlin said, pushing a lever forward. The engines roared victoriously as the jet rushed out of the open door.

"This is awesome!" Natsu declared as they reach the skies above.

"Everyone ready?" Ben said, loading the Transcharge into a slot on the side console.

"Let's do this." Arcadios said firmly.

"I almost don't want to do this." Eon said, from on top of a building, pulling out, a rather large futuristic missile launcher. He placed the weapon on his shoulder, and fired.

"We got incoming!" Yukino shouted horrified, seeing the console near her light up red.

"I'm on it!" Devlin said, turning the control system hard, allowing Rustbucket 4 to pivot, only it was here, a massive surge of sand covered him.

"Not happening!" Kurohebi cackled, as his sand covered everyone, locking them in place.

"I didn't forget about you." Nullpudding cackled, holding a spike covered fist at Ben.

"Charming you fools thought you could get away." Ivan said, coming out of the shadows. "Now where is-?"

"Dude, we have a missile aimed at us!" Ben shouted horrified.

"A what?" Ivan asked confused. It was here, the missile hit, destroying Rustbucket 4, and killing everyone in it.

A few moments before the explosion lit up the night sky. Gray was fighting alongside Meredy and Juvia, all three surrounded by drones and hatchlings. However Gray then noticed several were ready to fire. Quickly, he rushed the girls and took the front of the attack, killing him.

"GRAY NO!"

Ultear stopped a moment, realizing this was a losing battle. It was here, she had a wicked idea, one that could very well kill her. With a heavy sigh, she took a breath, and raised her hands, forming a large ball of light.

"Ultear, it was you." Paradox said in realization, seeing what was going on.

"Professor, tell the others I'll miss them." Ultear called out, as the two knew Ultear was about to perform arguably the most powerful Arc of Time spell ever, Last Ages. By using her own life force and magic together, the user could rewind time. The cost was great, and the results could be even greater. But to make up for her sins she caused herself and others, Ultear was more than willing to do this.

"HERE GOES EVERYTHING!" Ultear cried out, as a massive sky blue shockwave engulfed the planet.

With a grateful smile, Paradox said one sentence as he was covered in light. "Ultear, thank you."

**Omnitrix Database**

**Species name: Ascalorian**

**Hero name: Excaliburn**

**Home World: Tolemac**

**Abilities: Flight, enhanced durability, fire breath, tracking skills.**

**Abilities granted by magic (Exclusive to Ben Tennyson): Freeze breath, lightning blasts, armored body, tail mounted blades**

**Bio: Creatures the natives of Earth would call dragons. The Ascalorians are rather sentient and peaceful creatures, however they will become hostile if needed. One crashed landed on Earth where it became a prisoner to the group now known as the Forever Knights.**

**And done with chapter 19. Yes I'm evil and once again left you all on a cliffhanger. But you wouldn't believe how difficult this chapter was for me to write. All these action scenes just took a lot out of me. I do apologize if anyone got confused somewhere down the line. Now before we go, I'm pretty sure everyone can guess what alien Ben unlocked via the crystal, despite the fact the alien was never given a proper species name in the franchise. So, I'll see you all next time in part 3.**


	20. Chapter 20

**Ben 10 Guild Mage:**

**The Eclipse of Vilgax Part 3: Ultimatum**

When the light had died down, everything was the same as Ultear left it. "How, how much time did I undo?" She asked, ignoring the scorching sensation on her skin.

"A minute." Paradox said, as if it were a massive feet.

"That's, that's all?" She asked horrified, dropping to her knees.

"Sometimes, even the smallest of cracks can shatter the mightiest of metals." Paradox said, turning to the skies above with a happy smile on his face. As he did, Ultear then collapsed from exhaustion. Professor Paradox then slowly lifted the woman up and placed her to the side. "You rest up you temporal anomaly."

Paradox finally understood now, Ultear's use of Last Ages was the anomaly that prevented him from coming to this part of the timeline. And with this one minute alone, Ultear saved countless live.

"We've got incoming!" Yukino shouted horrified, seeing the console near her light up red.

"I'm." Devlin began, only for Ben to activate the Omnitrix.

**"Dizzcharge!"** He quickly got out of his seat and fired lightning at the three members of Raven Tail.

"AYIEE!" Kurohebi shrieked in pain. Lucy swung the Proto-whip, grabbing Nullpudding with the grapple mod. Kagura then leapt up and kicked the purple man in the chin.

**"FIRE DRAGON'S IRON FIST!"** Natsu took great pride in punching Ivan in the face, hard.

"How did all of you do that?" Hisui asked confused and amazed.

"I had this weird feeling I'd get blown up because of these nimrods." Natsu said flatly.

"You too?" Dizzcharge asked surprised.

"So, we all did?" Yukino asked confused.

"Apparently, yes." Lucy admitted, reluctantly.

"Right, so." Devlin said, dodging the missile. He then pulled up the scanner to find Eon missing. Shrugging, Devlin put Rustbucket 4 on autopilot and charged some energy in his hands. "What to do with these three?"

"Do what you want, I won't rest until I get what I want!" Ivan declared.

"I never did like you Ivan." Natsu declared, prepping another fireball.

Only it was here, Yukino pitched an idea. "Ben, didn't you say something about a means to deal with Natsu?"

"The make Natsu shut up button, they are in the perfect spot for it." Ben said with a smirk.

"I got it!" Happy said, pushing the button ecstatically. The floor beneath the Raven Tail members opened up, and the three fell out.

"DAMN IT ALL!" Ivan cursed loudly as he fell.

"You do know, you're installing one into the guild hall, right?" Lucy asked Ben, impressed with the results.

"That thought did cross my mind." Ben admitted with a smirk.

"Like hell you are!" Natsu shot back.

"Oy Hot head, your stops coming up!" Devlin shouted back.

"Thank you, Natsu said, jumping out the hole with Happy grabbing him.

"What about Malware?" Kagura asked concerned.

"The Trans-Charge will be ready in a few minutes, but we can't wait on Vilgax either." Devlin said, going back to the pilot's seat.

"Then we need to split up and have someone fight Vilgax head on." Arcadios suggested.

"Well, I might as well." Ben shrugged.

"Then I'm going too." Kagura said firmly.

Ben slapped the Omnitrix core, becoming Wing-Storm. "The more the merrier." She got onto Ben's back as the two flew off towards Vilgax's ship.

"Uh, INCOMING!" Lucy shouted horrified. Everyone rushed outside to see an assortment of flying drones aimed at Rustbucket 4.

"Everyone grab some controls, we got turrets that need to be handled!" Two control sticks appeared on either side of the ship. The other four passengers grabbed them and began firing.

"I'm surprised I know how to work this." Yukino admitted, enjoying herself.

It was here, a loud roar caught their collective attention. Devlin pulled up the rear camera to see Malware had been revived.

"Anyone have a plan?" Yukino asked, somewhat frightened.

"Ben you better have left us something." Devlin said, looking over some screens. "Cool, he left us EMP blasters." A pair of stingers appeared under the lower wings, and fired electric energy blasts at Malware.

The monstrous galvanic mechamorph let out a pain filled shriek. He then turned his attention towards the jet.

"Are you all going to stand around twiddling your thumbs, or are you going to help me?" Devlin asked with a whimsical smile on his face.

"With pleasure!" Lucy and Hisui said in unison.

Gray had slammed Juvia and Meredy into the ground, protecting them. "Ok that was weird, I thought I saw myself die."

Juvia however was red in the face. "I can still feel the warmth of Gray's hand on my bum."

"This is a war zone, now hurry up and fight already!" Lyon ordered, as he froze some hatchlings.

"Alright, I'm coming!" Gray said, trying to shake off the feeling he had just seen his own death.

Natsu was flying overhead with Happy on his back. "Are you sure about this Natsu?"

"Of course I am." Natsu said firmly, "Now drop me!" Happy reluctantly did as he was told, allowing Natsu to land on Atlas Flame's back. It was here, Natsu began to eat the flames that made up his body.

"Natsu how dare you steal Laxus's opponent!" Freed bellowed horrified.

"In fairness, he probably should have been the one fighting this guy." Evergreen pointed out.

"Why isn't it doing anything?" Bickslow asked confused.

"It's almost like, he's trying to remember something." Laxus pointed out.

"No, impossible, I've lost control over one of the dragons!" Future Rogue shouted horrified.

"How is that possible!" Vilgax demanded. His attention was then shifted towards one of the screens, Ben Tennyson and some woman were on their way. "Deal with this problem, I have one to deal with myself." Vilgax then walked out, grabbing another sword, and a shield.

"This power, it couldn't be." Atlas Flame began, realizing something catching Natsu's attention. "Child, do you know the name Igneel?"

"Yeah, why?" Natsu asked, swallowing the flames.

"The fire dragon king and I are longtime friends, all to the point I would gladly call him my brother." Atlas Flame explained.

"Well what do you know, he's my dad." Natsu said with a bright smile.

"Here we go." Ben said, as they landed in the open hull of the ship, only to be greeted by none other than Grand Doma.

"Has anyone told you recently, you are downright pathetic?" Kagura asked rhetorically.

"You do not get to lecture me child, I am still the most powerful one here!" Doma bellowed.

"What nonsense are you going on about now?" Wing-Storm asked with sigh, preparing for the evil speech of evil, again.

"I have seen countless mages rise and fall, as with the council, and yet I am just supposed to sit back while the farce of a king sits ideally by as we do all the work!" Doma bellowed infuriatedly.

"Yeah, so your brother getting his butt kicked by Makarov has nothing to do with this?" Ben asked sarcastically.

"Now stand aside, we have business with the owner of this ship." Kagura ordered, ready to draw her sword.

"Funny you should say that, for once I have control over this vessel, Guiding Light will!" Doma began, only for Vilgax to punch Doma to the side, causing the former councilman to go unconscious.

"He was really starting to annoy me." Vilgax sneered, wearing a more streamline replacement of the armor he wore before. His attention was diverted to the other two. "Ben Tennyson, and his pet amateur swordswoman."

"The pleasure is all mine." Kagura said dryly.

"No matter, let's end this." Vilgax said smugly, pulling out his sword.

"I thought you'd never ask." Ben smirked, slapping the Omnitrix disk. In place of Wing-Storm, was a large white, cone headed robot like figure with an Omnitrix belt. It had green tanks on his wrists that gave off a bubbling energy. On his chest was a large Omnitrix logo with the green hourglass giving off the same bubbling energy. On top of the cone was some more green energy. The upper arms and legs were black, while his left arm had a Fairy Tail guild mark that doubled as a screen, showing more energy. "Now Vilgax, you fight ATOMIX!"

"Wow." Kagura admitted, feeling the unrivaled power coming off this alien.

"And what pray tell is this-?" That was all Vilgax got to as Atomix charged.

**"Fissile Whistle!"** The attack sent Vilgax flying several feet.

**"HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!"** A green sphere of nuclear energy built up in Atomix's hands. He then tossed it, nailing Vilgax in the chest.

"Nice." Kagura smirked.

Vilgax groaned, getting out of the rubble the attack caused. "You're going to have to try harder than that Tennyson!" Vilgax's armor then lit up a dark red. "The armor I wore fighting you before was a mere prototype, this model grants me power from the magic in the air around me," Vilgax then smirked venomously. "And with a warzone beneath us, I will be given infinite power!" As if to prove a point, Vilgax slammed his fist together, creating an energy shockwave, causing Ben and Kagura to be pushed put the door.

"Ow." Kagura groaned, weakly getting up. Atomix rose to the air, albeit wobbly.

"Is that the best you can do Vilgax?" Atomix taunted.

"Tennyson, I have more than enough power to kill you, and you still wonder if that is the best I can do?" Vilgax questioned confused.

"If I didn't have a feeling I could die this day, I never would have gotten out of bed this morning!" Atomix said, spinning his arms. "Fusion Cross!" Atomix created an X-shaped shockwave blast at Vilgax. The tyrant raised his arms and created a light energy force field that was just barely strong enough to block the attack. It was here, Kagura charged with an unsheathed Archenemy, aimed right at Vilgax. The tyrant swung his arms deflecting the attack.

"He's good." Kagura admitted, as she landed near Atomix, he expression changed to a smirk. "But we're better."

"Agreed!" Atomix said smugly. The two charged once again.

Future Rogue rushed outside to see the impossible, Natsu and Atlas Flame beating Motherglare. "No, how is this possible?" His rage then reached its zenith. "DRAGNEEL, HOW DID YOU BREAK MY CONTROL!"

"Simple, I found out Atlas Flame here's my uncle, and we became friends!" Natsu shouted back happily.

"You, befriended him?" Future Rogue asked confused, as if it were a foreign concept.

"Yeah, and together, we will stop you and your master!" Natsu declared.

"Let us fight as one, son of Igneel!" Atlas Flame declared.

"Right, **FIRE DRAGON'S BURNING SPIRAL!"** Natsu jumped into Atlas Flame's open claw and he tossed him, as Natsu preformed the Fire Dragon's Sword Horn, enhanced by both the spin and Altas Flame's own fires. The attack nailed Future Rogue right into the chest, sending Future Rogue and Natsu into the ship.

Meanwhile back in the ship, Ben and Kagura weren't doing so well. Atomix was running low on power quickly, with Vilgax's magic attacks pushing him back greatly.

"You're losing Tennyson!" Vilgax smirked wickedly.

"Then let's, finish this." Atomix said exhausted. **"HAA-MEE-NA HAA-MEE-!"** It was here Natsu and Future Rogue slammed into the Geigeroid. When the dust cleared, Ben was human again.

"Ok, you two need to get off me, now!" Ben groaned in pain.

"Sorry Ben." Natsu groaned, getting off him and pushing Future Rogue to the side.

"More fools dare to challenge me?" Vilgax asked confused.

"Apologizes master, I'll handle Dragneel." Future Rogue said, quickly adjusting his gauntlets. A pair of blades ready for the kill appeared on the back of his wrists.

"I'll handle the time travel, squid head is all yours." Natsu told Kagura and Ben.

"I'm in no condition to go Atomix," Ben admitted, out of breath. "But no problem."

"Are you certain?" Kagura asked concerned.

"Of course, I've been hurt worse." Ben said, trying to sound certain himself. Ben activated the Omnitrix, "Ready for round two?" Kagura nodded. Ben slapped down the core, unfortunately becoming Ripjaws, his black guild mark on his right shoulder.

"Aw come on man!" The fish man groaned, quickly finding his neck grasped by Vilgax.

"Grasping at straws are we?" Vilgax sneered. "How human of you."

"It's what we do best!" Ripjaws took a swipe at Vilgax's armor, destroying part of the arm. Kagura used this opening and stabbed Vilgax in the arm, forcing the tyrant to let go of his adversary.

"This is for you Natsu, time for Excaliburn!" Ripjaws declared, only for the Omnitrix to get half right. "Freezer Burn, aw man."

Grasping his green bleeding arm, Vilgax released a wave of energy from his armor, pushing Kagura and her sword off. Despite his injuries, Vilgax charged once again, intent on kill Ben. Freezer Burn raised his arms and fired a dual flame and ice attack that did little to nothing to stop him.

"Uh oh." Freezer Burn groaned. Vilgax then slammed his good arm into Ben, causing him to go flying.

Natsu clashed with Future Rogue yet again, dodging one swipe of his energy blades. The two were now outside the ship, as Atlas Flame and Motherglare clashed. **"Fire Dragon's Grip Strike!"** Natsu grabbed the gauntlet and destroyed it in a fiery blast.

"Damn it!" Future Rogue groaned. "Why, why go this far, you know you lose!"

"Because if I don't, no one else will," Natsu shot back. "Everyone deserves a chance to live, nobody has the right to take that away."

"You fool, I have every right, as does my master!" Future Rogue spat venomously. **"WHITE SHADOW DRAGON MODE!"** A wave of white and black energy soon covered him.

"So we're doing that now huh?" Natsu smirked. **"LIGHTNING FIRE DRAGON MODE!"**

The two clashed repeatedly over and over again throughout the outside of the ship, however this time, Natsu was apparently winning. Well considering Future Rogue's wrist was burnt, did help a bit in Natsu's favor.

"Son of Igneel, you're going to need this!" Atlas Flame tossed a rather large fireball at his pseudo-nephew. Natsu jumped up and swallowed it whole.

"Aw crap." Future Rogue paled, horrified of what had just happened. Natsu soon sprouted scales around his eyes, as a fiery aura in the shape of claws covered his hands. A pair of lightning aura wings soon appeared on his back. A thin stream of flames with rings of lightning soon emerged from the base of the boy's spine. Natsu had somehow fused both his Lightning Fire Dragon form with Dragon Force, a feat he never could do. Future Rogue did try, but the combination never worked out for him. The reason being was the lacrima in his body couldn't handle the power, or he'd risk it cracking.

"Oh yeah, now I'm really fired up now!" Natsu declared. **"FIRE LIGHTNING DRAGON'S ROAR!"** A concentrated blast of fire and lightning quickly shot out of Natsu's mouth, destroying part of the hull, as the attack barely missed Future Rouge.

**"FIRE LIGHTNING DRAGON's BATTLE AX!"** Natsu clasped his hands together as he took to the skies above. He slammed them down as three waves of lightning enhanced fire shot right at the time traveler.

"Is that Natsu?" Gray asked, seeing the figure above the skies.

"Oh now that is just plan cool." Sting admitted awestruck.

"Show off." Laxus huffed.

"Cool." Wendy and Aaron said in unison.

Rogue merely smirked at Natsu's display of power. "I'm glad I'm not up there."

Back inside the ship, Vilgax held Freezer Burn over his head with his good arm, and tossed him away, throwing a massive blast of energy at him in the same movement. Kagura moved in for a finishing blow, only for a wave of energy to cover Vilgax, blocking the attack.

"Charming girl." Vilgax said, releasing a blast of energy at Kagura, sending her flying near Ben.

"Ben, you have to transform again." Kagura grunted, pulling herself out of the way.

"On it." Ben said, about to reach for the Omnitrix dial. Before he did, it flashed green momentarily, and Freezer Burn grimaced.

"What?" Kagura asked confused.

"I've only got enough power for one more transformation, and that's it." He explained.

"No matter, no form you possess can help you now!" Vilgax declared pulling out his sword.

"That might be true, if it wasn't thanks to Azmuth!" Freezer Burn declared. "If there's one thing I've learned, if you can't go hero, you go ULTIMATE!" Freezer Burn twisted the Omnitrix dial on his belt and it popped up like it would if he were activating it. Ben slapped the core down as a wave of green energy engulfed Freezer Burn. His main body was a flat topped glacier that curved downward with a powerful magma core on the inside. The lower half of his body was a segmented fire body. His lower legs and forearms were bulkier versions of his normal ones. His hands were three fingered and icicle like. His head was a burning blue flame, giving him the appearance of a hunchback. On the back of his shoulders, legs, and upper back were a series of steam stacks that looked more like thrusters. In the center of his back was a burning orange Fairy Tail guild mark, while an Omnitrix disk with four spokes arranged like an x appeared on his chest. **"ULTIMATE FREEZER BURN!"**

"NO!" Vilgax bellowed, swinging his sword at Ben. Ultimate Freezer Burn took a deep breath and pulled his neck and hands back. His left hand shot out a might blizzard, his right a powerful white flame, while his mouth spouted out a heavily concentrated steam blast. The three attacks slammed into Vilgax, destroying chunks of his armor and sending him back a great distance.

"What do you say Vilgy, round 2?" Ultimate Freezer Burn quipped. Kagura could only look in awe at Ben's power. However what confused her was how the attacks could actually damage Vilgax so much. However it was then it hit her, Vilgax's armor couldn't keep up with the extreme temperature changes.

"Let's take him down." Kagura said firmly.

"I'd thought you'd never ask." Ultimate Freezer Burn said with a smirk. The steam ports on his back erupted with concentrated steam blasts, allowing him to glide through the room at full speeds with fists extended. The attack nailed Vilgax hard in the face, giving him a black eye. Using Archenemy, Kagura sent a powerful shockwave slash at Vilgax, destroying his armor further.

"No, I won't lose to you again boy!" Vilgax declared.

"I've heard that before." Freezer Burn smirked, he held up a fire and ice sphere and tossed it, boosting it at Vilgax with a steam blast.

The attack nailed Vilgax in the chest, just as Future Rogue was slammed into the ship, right near his master. Natsu flew in, with a fire and lightning covered fist ready to end this.

"Well, it looks like you've had fun." Ultimate Freezer Burn said impressed.

"You're one to talk." Natsu countered with a smile.

"Is that Rogue?" Kagura asked confused.

"Explain later, blow them all to kingdom come, now!" Natsu declared excitedly.

"Oh what the hell," Kagura shrugged. She swung her sword, releasing a shockwave enhanced with her gravity magic. Ben fired a massive barrage of ice, fire and steam.

Natsu took a deep breath and spun his arms around, building up electricity. **"LIGHTNING FIRE DRAGON'S PLASMA FORCE RAGE!"** A massive cloud of fire, lightning, and pure magic energy blasted into Vilgax and Future Rogue. Unfortunately, they were blasted right into the main reactor.

"Time to go," Ben said nervously, seeing the ship now falling apart. To make matters worse, the Omnitrix timed out, turning Ben human again.

"Hold on." Natsu grabbed the two as he flew out the door. As the debris soon began to fall all around, Natsu spun around, dodging the attacks.

"Now I know how you feel!" Ben groaned, on the verge of barfing. As they got momentum, Natsu paused a moment to pick up Doma.

"I want to punch him in the face later." Natsu explained, wrapping him up in his tail.

"It's charged, Lucy care to do the honors?" Devlin asked with a smile.

"Gladly, NULL VOID TRANS-CHARGE!" Lucy pulled a switch, as the device shot out of Rustbucket 4. It latched onto Malware, and expanded as red energy covered the being.

"DAMN YOU ALL!" Malware bellowed enraged as energy waves covered the dragons. As they were covered, they slowly began to fade away. The hatchlings quickly vanished, while the drones deactivated from the damages done to Vilgax's ship.

When Natsu landed, his new form faded away. With a slight frown, he looked at the fading form of Altas Flame.

"Son of Igneel, I am proud to have met you, and I know this, Igneel would be proud of your strength." With a smile, the flaming dragon disappeared. With a small smile, Natsu nodded, and passed out from exhaustion.

"Well, another victory for us." Ben said, sounding exhausted.

"A bitter victory for most Ben," Mavis thought, sitting on top of a nearby building. "None of the dragon slayers beat a dragon."

"I suggest we savor we all survived today." Kagura said with a sigh of relief. Rustbucket 4 landed right near the three as the various members of the guilds swarmed the area, seeing Vilgax's ship explode in the sky above.

"Finally, Vilgax is gone!" Sting said excitedly.

"Erza, smack him." Ben ordered. With a shrug, Erza did as she was told.

"Ow, what was that for?" Sting demanded.

"Because I'm too exhausted for one, and two you we're being too cocky." Ben said tired. "There is no way Vilgax is gone that easily."

"He blew up with his ship!" Rogue reminded horrified.

"This would be the fourth time this has happened." Ben pointed out, turning to leave for the hotel room and full plans on going to bed.

"Four times?" Lucy asked confused and horrified. She then turned to the skies above. Everyone all thought the same thing, was this the last they had heard of Vilgax?

Minerva looked bitterly at the group from afar. She refused to join them, and the weak remains of Sabertooth.

"Damned fools, weaklings all of them." Minerva spat venomously. Her eyes then shifted to Ben, despite her beating Albedo. "I will kill you for this Tennyson."

"So, you hate him too huh?" Minerva turned to see Vic right behind her. He was now in a black jacket and jeans with blue sandals. His shirtless body did catch her attention. "Want to join Succubus Eye?" Her response was a victorious looking smirk.

The next night, the palace was in a huge buzz. For the first time in over a century, a grand ball was being held at the castle as a thank you for the guilds' defending the city. Maltruant's gear was locked up inside a secret vault, hopefully where Eon would never find it. As for Albedo and Grand Doma, they were sent to separate prisons across the Kingdom. Although from what Lucy heard, Albedo would need intense medical treatment first. The strangest part was, no one found Vilgax's corpse, almost like a bad omen. A great deal of the mages actually believed Ben's theory that he survived the attack.

But for now, they celebrate in grand style. Well, almost everybody.

With a deal of regret, Professor Paradox gave Meredy and Jellal a letter from Ultear. The power of Last Ages had accelerated the aging process, as such, she was now an old woman, incapable of being much help for to anyone now.

"We should have done something." Meredy said, crying over the letter.

"I'm afraid there's nothing that can be done," Sorrow was evident in Paradox's tone. "Last Ages is one of the few things I can't undo."

"Nobody's blaming you Professor." Jellal said, not looking up. "But for now, we keep moving, it's what she wanted."

With a weak smile, the Time Walker nodded. "So, any of you have a request on where to go next?"

Back at the ball, everyone was dressed in formal wear. Well except Frosch who wore a gold crown over the frog costume. Everyone made a joke about how Gajeel was about 3 inches shorter because he actually combed his hair. Devlin decided to show up, actually in a tux, curtesy of his ID mask. However, Natsu was strangely missing, not even Happy knew where he was. Ben, wearing a black tuxedo walked through the ballroom, reminding him of when he was invited to Captain Nemesis's thing.

"Well you clean up nicely." Kagura admitted, wearing a blue dress and trying not to stumble in her shoes. "Before you ask, my guild mates gave me this makeover, and I will kill them for this."

"I could say the same thing about you." Ben said with a blush.

Before either could do anything Arianna and Erza pushed their respective guild mates together, forcing them to kiss.

"This needed to happen." Erza said with a smirk.

After a few seconds, the two broke it off. "So, we're dating now, right?" Ben asked after a moment. With a joyful smile, Kagura nodded.

"This happened!" Wendy shouted happily. Shelia would have joined her, but she sensed a strange sensation near her. What Fairy Tail knew was Mavis was drooling over the flan in Shelia's hands.

"I wish I could eat." The first guild master sighed.

Erza noticed Millianna was incredibly upset and moping to the side. "Millianna, how long are you going to sulk?" The cat themed mage gave no answer except a pout.

"Well, there's only one thing I can do." Erza said, rummaging around between her breasts, catching Ben and Kagura's attention.

Erza then pulled out a familiar blue cat. "Feeling Rosy?"

"A kitty cat!" Millianna said surprised. She quickly reverted back to her sour disposition. Which lasted another 10 seconds when Erza pulled Pantherlily and Carla out too.

"LOTS OF KITTIES!" Millianna scooped the three up and started cuddling the trio of cats.

"Stop squeezing us, we aren't stuffed animals!" Carla demanded through agony. It was here, Ben's phone slipped out of Happy's grip.

"So that's what happened to it, the little thief." Ben picked it up, seeing the ultimate form of blackmail material. Happy had taken a picture of Elfman and Evergreen slow dancing, with neither looking at the other.

"If those two find out we have this." Erza said with a smile.

"They won't." Ben said with an equally large grin.

However everyone turned to see a crowd forming around a certain white haired celestial mage.

"No she can join up with us!" Beth shouted infuriatedly.

"No, her beauty is best with our guild." Ichiya said, striking a bizarre pose.

"Yukino was in our guild first, and I just poured my heart and soul into an apology!" Sting bellowed infuriatingly. The other Sabertooth mages nodded in agreement.

"What's going on?" Ben asked Juvia.

"Apparently everyone wants Yukino to be in their guild." Juvia answered.

"Have you tried?" Erza asked with her arms crossed.

"I already have one love rival." Juvia said, darting eyes at Lucy.

However Ben noticed Yukino was crying, rather happily too. "I've never felt this loved in years."

It was here, a series of trumpets went off, signaling the return of the king. What happened next, shocked everybody.

"ALL HAIL KING NATSU!" A familiar crown was now sitting on his head.

"He didn't!" Ben laughed with Kagura trying her hardest not to laugh.

"Natsu, you will be punished for this!" Erza's voice could be heard the loudest over the other jeers. King Toma could be seen trying to get the crown back.

The next day, Ben was talking with Kagura while Devlin was loading everybody up inside Rust Bucket 4, preparing to go back to Magnolia. Devlin said he would come back for the rest of the gear in the Plumbers' base. Hisui swore herself to secrecy, about the location.

"Here, a phone made with Tech-Support, with my number already in the contacts list." Ben handed her a burgundy smart phone with a black stripe on the back.

Kagura kissed her boyfriend. "I'll call you when we get back to our guild."

"I'll be waiting." He said, turning to the ship with a rather happy look. However Ben momentarily stopped Natsu, pulling out the king's crown from his bag.

"It's a souvenir." Natsu countered with a pout.

"Nice try." Ben said, tossing it to a grateful Rune Knight.

"I heard about your make Natsu shut up button." Makarov said, after a sulking Natsu went in.

"Lucy and I already talked about me installing one in the guild hall." Ben said with a smirk. Gray was about to head into the ship himself, when he saw a rather elderly woman, giving him a smile.

"No, is that?" He began.

"Gray, move it darling." Juvia grabbed Gray by the arm, despite his protests. Ultear merely nodded, and turned to walk away. The ship rose into the sky, intend on going home.

Meanwhile, inside his prison cell, Doma smirked victoriously. This was his plan all along. What few people knew was several members of Guiding Light doubled as prison guards in this very prison. With the failed attempt at destroying the castle, this was plan B, operating from the last place now one would think to look. It was here, a woman in a black cloak walked in, Doma could only notice a few stray black hairs from under her hood.

"Who are you, no one could get in here?" Doma demanded confused.

"I am a representative of Lord Zeref," The woman said calmly. "However your ways of order and chaos balancing are a hindrance to our organization."

"Your point being what?" Doma demanded.

The nameless woman tossed a long rope into the cell. "I order you to hang yourself." What Doma couldn't understand, was he was wrapping the rope around his neck.

"No, please, stop this!" Doma demanded as he got up to the toilet.

"Please, a phrase you mortals use when you are desperate." The woman smirked victoriously.

"You aren't human!" Doma said, as the rope was now attached to the ceiling light with Doma situated on the toilet.

"Of course I'm not." The woman said, before turning to leave. Doma's look of horror was the last thing he had on his living face.

Back in Magnolia, The Crew on the Rust Bucket was finally landing near the guild hall, with an excited crowd of people wanting to welcome back the winners of the Grand Magic Games. The cockpit opened, and a flash of green light accompanied with a large roaring brown dinosaur came out.

"WHO'S YOUR GUILD!" Natsu demanded, throwing a fireball into the sky. It promptly exploded into a Fairy Tail Guild Mark.

"And you said he shouldn't have." Makarov smirked to Erza. The welcomed crowd could only erupt with cheers and laughter. After a few minutes of signing autographs and shaking hands, the guild walked in, only to see a large assortments of crates sitting near the bar.

"Please tell me that's more booze." Cana said, sipping some booze.

"You've had enough." Mira pointed out.

"It's addressed to me." Ben said confused, seeing the envelope on one. "Ben, this should help you get home and silence Cana," He was shocked at the name on the letter. "Professor Paradox!"

"That's the name of that time traveler guy you mentioned." Gray said surprised. He quickly made an ice make crowbar and open a crate. Ben activated the Omnitrix, becoming Gray Matter. He climbed in to see what was in it.

"HEAD'S UP CANA!" Gray Matter tossed up a large green bottle of champagne.

"What's this?" She asked, catching the bottle.

"Fancy people liquor, usually served with celebrations." Gray Matter said, coming up. "And there's plenty of bottles here."

"I like this Paradox fellow already." Makarov smirked. "And the rest?"

"A brand new Dimensional Projector, meaning I can get a portal home, tomorrow with Tech-Support." Grey Matter explained, jumping down, and becoming human.

"Why tomorrow?" Lucy asked, as Cana tried to get into the bottle.

"He already said, today we celebrate!" Natsu popped open three bottles of champagne in the crates.

"HERE HERE!" Everyone shouted victoriously.

Meanwhile, several miles from Magnolia, Obra's monkey was running through the forest, eventually reaching a portion where everything was dead. Plants were decayed, while trees were black with broken branches void of leaves. Sitting in the center of this dead space, was a man roughly 20 years old with sharp black hair, wearing a black cloak with a gold trim. This man was the most feared Dark mage to ever exist in the continent of Ishgar, Zeref.

"I know your there Mavis my dear, it's been so long since last we've met." Zeref said calmly, without looking over.

"I know you were in part responsible for what happened in Crocus." Mavis said firmly.

"Of course, I've long know the existence of Maltruant and Paradox's war for years." Zeref smirked. "I may have pointed Eon in the right direction."

"I doubt your plans stop there." The First Guild Master said firmly.

"But of course, when I'm through, no one will stop me, not even Paradox's golden boy." Zeref stood up, never turning towards the girl.

"You forget, Ben is now a mage of Fairy Tail, and we will stop you." Mavis countered.

"I look forward to it." Zeref said, leaving the area with the monkey on his shoulder.

**-Omnitrix Database-**

**Hero Name: Atomix**

**Species name: Galvanic Geigeroid**

**Home world: Galvan Prime**

**Abilities: Radiation Manipulation, Enhanced Strength, Flight**

**Bio: The Geigeroid is the results of an experiment to hold the rising radiation problem. The results created one of the most powerful creatures in existence. However they do tire themselves out easily.**

**Ultimate Freezer Burn**

**Gained Abilities: Steam blasts, enhanced durability, steam propulsion.**

**Lost Abilities: Mobility decreased.**

**I am so sorry. I was going to get this out sooner, but my I picked up some wicked computer problems. So anyways, next time starts the Return to Bellwood arc.**

**Ben, Kagura, Devlin, and a few Fairies head off to Bellwood. Only when they get there, it's evidently not how Ben remembered it. I am still looking for requests for Ben 10 foes to beat the stuffing out of. So, after that I have plans to do the Eclipse Celestial Spirit Arc, my favorite anime exclusive arc.**

**So leave a review, and I'll see you next time.**


	21. Chapter 21

**Ben 10 Guild Mage**

**Chapter 21: Bellwood or Bust**

**AN: Ok, before I start this story Arc, I've got some bitching to do. Recently I've stumbled onto some confirmed images of the rebooted Ben 10 series for a few of his aliens, plus Max and Gwen on YouTube. Some are decent, such as Gray Matter and Upgrade. While others are really similar to the original series such as Fourarms and HeatBlast. But two forms, I am down right livid over are Overflow and Stinkfly. For starters, Overflow isn't a brand new alien, it's just a bulkier Water Hazard with water tanks on his arms. Really, there's a description with it, he's actually Water Hazard. Stinkfly, unlike the other returning aliens, doesn't even look like StinkFly of any series. He's a purple/ blue Big Chill from Alien Force/ Ultimate Alien with dragonfly wings. Cartoon Network, I get it, you want a new series for the next generation, just don't forget your roots OK.**

**On a more positive note, HAPPY 10TH Anniversary, Fairy Tail. Yep, it's been ten years since the series began. This is especially nice since Mashimo originally wanted to end the series with the Phantom Lord Arc.**

It was about noon, as Kagura walked into the front of the Fairy Tail guild hall with a duffel bag over her shoulder. Today, he would be going with her boyfriend to his hometown. Needless to say, she was nervous. However her nerves were replaced with shock, seeing Natsu and Gray fighting. A wave of fire and ice constantly clashed between the two.

"That all you got stripper!" Natsu bellowed infuriated.

"Not on your life hot head!" Gray spat back.

"ENOUGH!" Megahurtz shot a sonic blast at the two stopping their fight. "I'm three days behind schedule because you two couldn't stop fighting."

"Well one of those was because of that job with the mole." Lucy explained.

"Hi sweetie." Kagura said, walking up to the armored alien. "What mole are you talking about?"

"The giant, perverted kind." Lucy shuttered. She then explained how a village that lived around a large lake filled with mud had a problem with a giant mole that Underbite couldn't keep up with. Apparently it had a thing for women that didn't wear armor and had large breasts, so Lucy got suckered into wearing a wedding dress to find him. Then Virgo dragged her all over the lake, trying to get her to safety. Needless to say, everyone got muddy.

"Wow," Was all Kagura could say.

"Oh you have no idea." Lucy admitted with a groan.

"Ready to go?" Erza asked, hauling a massive amount of luggage around.

"You aren't taking all that." Ben said, reverting to human. "We're just going for a few hours to see my friends and family."

"So, who's all coming?" Kagura asked.

"Aside from you and Erza, it's Devlin, Gray, Natsu, Lucy, Wendy, Carla, Happy, and Juvia." Ben explained.

"I'm surprised Aaron's not coming." Kagura admitted.

"He's off with the Thunder Legion on a job," Lucy explained, adjusting her backpack. "He and Laxus really hit it off being they are second generation dragon slayers."

"Well that makes sense, but what about the others?" Kagura asked confused.

"I refuse to set foot in that nightmare you call a hometown!" Cana bellowed, then turned to her barrel.

"Legal drinking age in his country is 21, she's under age by three years." Erza explained to her friend's confused face.

"Last I heard Gajeel was off shopping somewhere with Pantherlily." Natsu explained.

"Then let us be off." Juvia said with a smile. Everyone going nodded, however no one noticed the dark look on Juvia's face. "I won't lose Gray to some alien broad out there." She thought menacingly.

Levy, who was sitting at a table near the window reading, took a moment to look up from her book. "Don't forget, you promised to bring me some of your literature!"

"I won't." Ben assured her. "I'll bring back some classics."

Levy turned back to her book, and paused a moment hearing someone yell. "That's not it!" Looking outside, she could have sworn she saw Rogue from Sabertooth.

In the back part of the room, Devlin and Makarov stood in silence over the completed portal. For Devlin, this was a both a bad omen, and a sign of joy. It was a massive white circle, not unlike the Null Void projector. In the master's hands was his own smart phone, modified by Tech-Support to work between dimensions.

"You ready for this?" Ben asked Devlin, sounding very concerned.

"I've been both a dead man, and a wanted alien for 15 years." Devlin admitted with a sigh. "This is about as ready as I'll ever be."

"Fair enough man, no one could know what you're going through right now." Natsu admitted sympathetically. "But I'm sure once this whole thing is cleared, everything will turn out for the better."

"Thanks hot head, I needed that." Devlin said with a weak smile.

"Are you sure you don't mind getting rid of us for a few hours?" Erza asked the master.

"Of course, I don't exactly trust Servantis, and I do want to see he was brought to justice." Makarov admitted with a smile. He secretly just wanted to go one day without Natsu blowing something up. Makarov would have felt bad for Bellwood, but from his stories, Ben did say he's done worse damage.

"So basically, if you don't hear from us in 5 hours, go in guns blazing." Ben said with a smirk.

"With pleasure." Makarov said with a joyful laugh.

"So we are strictly going to your dimension with this thing?" Gray asked skeptically.

"Paradox already has the coordinates preprogramed, we'll be fine." Ben assured him, secretly crossing his fingers behind his back.

"Let's go already, I want to eat alien fish!" Happy said with a smile.

"You and your fish." Carla said flatly. Makarov pulled a level and the portal opened up.

"See you later!" Ben said, jumping into the portal with the others right behind him. Makarov was about to pull the switch to stop it, when something pink went in, followed by four others, just as the portal closed.

"Was that?" Makarov asked confused. He tried to call Ben, only to see it say "Unable to Connect" on his phone.

"Should we go after them?" Mira asked concerned.

"No, we'll give Ben his five hours, if not it would show we have no faith in him." Makarov admitted with a sigh.

The team landed near Main Street where Ben took center stage.

"Hello Bellwood!" Ben said with a smile, being home for the first time in over a month. Only to discover, it was strangely dead. "Ok, it's never this quiet." He said, adopting a confused and concerned look.

It was here, Natsu produced a Fire Dragon's Iron Fist. "Awesome."

"Natsu, what are you doing?" Kagura asked confused.

"You ever hear about Edolas?" Natsu asked. Kagura nodded, not seeing his point. "In that dimension, we couldn't use magic, I'm just making sure we can." The mages realized he had a point and began to do the same.

"I'm good," Gray said, making a small statuette.

"Same here." Lucy said, summoning Plue.

"I'm fine." Wendy said, creating a small gust of wind.

"As am I." Kagura said, channeling some gravity magic.

"No problems here." Juvia said, creating a small water bubble.

"I'm good." Erza said, requipping into her Sea Empress armor.

"Hey howdy hey, what's this?" Devlin asked, pulling a piece of paper off a nearby closed Burger Shack. "Plumber's ordinance Alpha-9321, all restaurants and places of public groupings are shut down for security reasons?"

"The ordinances don't go anywhere near that high." Ben said firmly.

It was here, a nearby electronics store showed a broadcast of the Harangue Nation. However what confused Ben was who was doing the broadcast.

"How is Harangue human again?" Ben asked confused.

"Good Day planet Earth, Will Harangue of the Harangue Nation Live from Bellwood Park where the leader of the resistance against the great Magistratus Servantis, Gwen Tennyson will be executed in just 15 minutes." The egotistical human said, shocking Ben to no limits. Will Harangue was an arrogant man who just loved to be on the air. And when Ben's secret identity was made public by Jimmy Jones, he turned his sights on Ben, doing everything to make sure the menace was brought to "Justice", even going so far as to make a giant robot capable of matching majority of his aliens at the time. After the Incursion Invasion of Earth, Will's popularity went downhill, siding with the benevolent warmongers. So to save face, he decided to join up with the newest gang of Forever Knights to turn all the aliens on Earth human, unaware their machine was meant to kill the aliens. So Ben altered it with Harangue, turning him into an ugly, one eyed squid like alien. Which ironically, boosted his ratings. "As a reminder, attendance for the humans of Bellwood is mandatory."

"Uh, did he say he's going to kill your cousin?" Natsu asked enraged.

"Did he just say Servantis is the Magistratus?" Devlin asked confused.

"What's that?" Carla asked confused.

"The leader of the entire Plumber's organization." Ben said, clearly infuriated.

"So, are we going to crash a public event or what?" Erza said with a devious smirk.

"Hell yeah, let's break some stuff!" Natsu shouted happily.

"Aye sir!" Happy agreed. The team went off, intent on saving Gwen. However, none of them were aware a certain frog costume exceed was right behind them. At the same time, Sting, Rogue, Lector, and Yukino walked out of the alley confused.

"Where are we?" Yukino asked confused.

About 15 minutes later, the park was filled with humans, all looking either afraid or infuriated. Keeping them in check were an assortment of Techadon robots painted like Alpha unit Plumbers. Will Harangue was to the side, ready for the scoop of the century. Ben, in the crowd with his hood up, looked up in annoyance to see the Vengers leading this spectacle. The team of four were people Ben had been aquatinted with since his first summer with the Omnitrix, and were more focused on showing up Ben really. The first person was Kane North, aka Kangaroo Commando. When he was little, Ben loved watching the TV show staring his twin Abel. However Kane soon became jealous of Abel's success, claiming he invented everything, and turned to a life of crime, using weapons that gave him enhanced jumping abilities.

The second person was Captain Nemesis, another idol of Ben's turned supervillain that wore a high tech suit of armor. Nemesis' popularity sunk like a stone after Ben's identity was revealed, so he did everything to bring it up. He ordered the kidnapping of actress Jennifer Nocturne, he released robots from Dimension 12, and tried to save the day again. Eventually he kidnapped Ben's now ex-girlfriend Julie and Jennifer, started calling himself Overlord, but the name never really stuck.

The third person, who was shorter than Wendy, was Billy Billions, next to his robotic babysitter Mazuma. Billy was an incredibly rich kid that went to school with Ben back in 5th grade. Billy was apparently jealous of Ben to the point where he decided to banish him to Dimension 12. Which horribly backfired and Billy was sent their instead, and in the process, prevented Billy from aging. His attempts to destroy Ben were really more on the lines of making Billy look good in front of the camera.

And finally, and most shockingly of all, Jennifer Nocturne herself, clad in a white plumbers outfit. After the whole thing with Nemesis, she apparently fell in love with the armor wearing nut. But that lasted about three months after a faked kidnapping scheme of theirs. Something about a bad night in the Bahamas, or Costa Rico. No one knew fully, but Gwen wouldn't stop smiling for a month after that.

"This is going to be interesting." Kagura admitted, standing right near him, alongside Lucy, Natsu, and Erza in the crowd. Erza requipped into her white blouse with blue skirt. The others were in the back, ready to help if needed. That, and Gray's stripping habit would be a big give away.

"Everyone ready?" Lucy asked, gripping the Proto-Whip.

"Why don't we just take them now?" Natsu asked rudely.

"We don't know where Gwen is you twit." Kagura whispered harshly. "We can't risk these bozo's killing her."

"Hurry it up, we don't have all day." Billy said rudely, as several Techadon robots brought Gwen to the main stage, chained up to the point her hands were behind her back.

"You always were pathetic Billy, this just proves it." Gwen said, clearly exhausted.

"Sticks and stones Gwen." Billions smirked.

"Ladies and Gentlemen, Will Harangue of the Harangue Nation here, reporting live as we witness a great day in the legacy of Magistratus Servantis." Will Harangue said into the camera, after moving onto the stage.

"Legacy, that crab head's a monster!" One member of the crowd shouted out in rage.

"We were better with the other lady in charge." Another agreed.

"Wow, this Servantis guy really knows how to rile people up." Gray said harshly.

"Speaking from experience, yes he does." Devlin reminded.

"People please, the Great Servantis is merely doing what's best for the universe, he always knows what best." Billy said arrogantly, trying to calm the crowd.

"So what?" Ben called out, walking over to the stage, his hood still up. "If Servantis was so great, why isn't that coward here himself?" Everybody in the crowd gasped in shock.

"How dare you, who do you think you are Ben Tennyson?" Billy demanded infuriated.

Ben pulled off his hood and smiled. "Last time I checked Barney."

"It's Billy, Tennyson!" Billions bellowed infuriatingly. It was here everyone paused hearing what the rich boy had said.

"Ben's back?" One man in the crowd said excitedly.

"Who are his friends?" Another asked confused.

"Does anyone else think Ben's dating the purple haired girl?" A third said, clearly approving of this.

"Dude, they look straight out of some anime." A fourth pointed out.

"You, why couldn't you just stay dead!" Captain Nemesis demanded with a whine.

"I heard you guys were causing trouble, so I decided to pull my cousin's bacon out of the frying pan." Ben said, clearly irritating Gwen.

"Oh that's him." Gwen said with a slight chuckle.

"What are you nimrods waiting for, get him!" Billy demanded infuriatingly.

"You want Ben, you go through all of us!" Natsu declared, a fire burning in his fist. Lucy pulled out the Proto-Whip, switching it to fire mode. Erza requipped into her standard Hearts Kruz armor, while grabbing a few swords. Kagura grabbed archenemy, ready to strike.

"And you losers are?" Billy demanded confused.

"We're Fairy Tail!" Natsu declared, taking a deep breath. "**FIRE DRAGON'S ROAR!**" The fireball blasted the stage, sending Billy and the other Vengers flying.

"Actually, I'm with Mermaid Heel." Kagura reminded, offhandedly.

"Show off," Devlin said, taking off his mask. "Let's do this!"

"Aye Sir!" Happy said, hiding in Wendy's backpack with Carla. The two exceeds hopped out as Wendy conjured a vortex at three Techadon's that got too close to the civilians.

"**Water Slicer!**" Juvia blasted away several Techadons.

"ICE MAKE: HAMMER!" Gray slapped his hands together, slamming one away that got to close to a civilian.

"Time to go." Jennifer muttered under her breath, ducking away.

"**Open Gate of the Lion: Lo- Capricorn?**" Lucy asked confused. Instead of Fairy Tail's resident playboy, the formal clad goat man appeared in a flash of light.

"I apologizes Miss Lucy," Capricorn began. "But Loke is unavailable at the moment, something came in the celestial world, and the king asked him to look into it, so he asked that I come in his place." Kangaroo Commando lunged at the team.

"Excuse me." Capricorn shifted his glasses a bit, then elbowed Kangaroo Commando in the stomach. He pivoted, delivering a powerful punch to the man's face, shattering the helmet.

"Thank you Capricorn." Lucy said with a smile.

"Of course ma'am." The goat replied with a smile. He then noticed Jennifer trying to get away. "I'll get her." Lucy nodded in agreement.

"We are so going to be here a while." Natsu said with a laugh as several Technadon's surrounded them.

"Are you insane!" Billy demanded, pulling himself from the rubble.

"Duh," Natsu said with a smile. "Fire Dragon's Roar!" Natsu roared a fireball straight into the Techadon.

"Take these guys down, I'll go for Gwen." Ben ordered.

"Aye sir!" Happy said with a smile.

"Get him!" Billy ordered with a rising rage.

"As you wish master." Mazuma said in her usual tone, leaping down, claws extended. Nemesis was right behind her. Before anyone could say anything, Mazuma was stopped by Archenemy.

"If you want Ben, you go through me!" Kagura declared furiously.

"Who are you, his girlfriend?" Mazuma quipped.

"Yes, yes I am." Kagura said with a smirk. With a quick strike, Mazuma was reduced to a pile of scraps.

"Well then, looks like I get to!" That was all Captain Nemesis got to say, before being frozen up to his neck by Gray.

"I've heard you talk twice already, and I'm sick of your voice." Gray smirked.

"You've all seen it here first people, the greatest menace, Ben Tennyson has returned to this planet, with an assortment of freaks." Will said into his camera, trying to put on a brave face. "To make matters worse, one of them is half naked."

"God damn it all!" Gray shouted, seeing he was in his underwear.

"Miss me cuz?" Ben asked Gwen with a smile.

"Like a root canal." Gwen said with an equally large smile.

"Don't even try it Tennyson!" Billy threatened, pointing his gun.

"Or what?" Ben asked, not showing any fear.

Before Billy could react, Captain Nemesis was tossed at Billy, courtesy of Erza. "Hurry it up, we don't have all day." She tossed him a sword.

"Alright already." Ben shot back.

"Uh, not to sound ungrateful, but who are they?" Gwen asked, as Ben undid the restraints with.

"Well long story short, I wound up in a dimension of magic, where the Omnitrix completely rebooted, I joined a guild, fought in a tournament to find Malware, (We won, in case you were wondering), learned Ragnarok is both alive and Kevin's dad, and stopped a big four-way team up between Vilgax, Eon, Albedo, and Malware." Ben explained with a shrug, cutting the chains.

"What was Vilgax doing in another dimension?" Gwen asked confused, rubbing her sore wrists.

"Long story." Ben said with a shrug. "So, resistance leader, what's up with that?"

"Long story short, NOW!" She shouted this command into an ear piece communicator. A few stray plumbers ran out and started backing up the Mages. Ben recognized a few, such as Molly Gunther, and of course Rook.

"Ben, hurry up and transform already." Natsu demanded eagerly.

"I told you we'd never hear the end of this." Gray muttered under his breath.

"Alright Natsu, it's HERO TIME!" Ben gratefully slapped down the Omnitrix core, becoming a familiar green scaled dragon.

"EXCALIBURN!" The dragon alien shouted, firing an ice blast at several incoming techadons.

Those that weren't frozen raised their hands, firing a several rounds at the mages. Gwen raised her arms, creating a mana field around them.

"It is a great pleasure you managed to return when you did Ben, things have not been easy without you." Rook said with a grateful grin.

"I missed you too partner." Excaliburn said, moving his neck above the mana wall and firing a lightning blast at an oncoming Techadon army.

"Oh yeah, Ben 10 is back." Gwen smiled.

"Fro thinks so too."

"Oh, hi Frosch." Natsu said offhandedly, only to realize what he said.

"FROSCH!" The Earthland natives and Ben shouted in surprise.

"Hi." The Exceed said with a smile.

"Uh, a friend of yours?" Rook asked confused.

"He's with a different guild." Lucy explained offhandedly.

"What are you doing here?" Excaliburn asked, firing a blast of lightning at a few Techadons that got too close.

"Fro was out shopping, except Fro got lost." Frosch explained, telling a tale. "Then, Frosch realized Fro was near Fairy Tail guild, so Ben 10 could help Fro get home, and now Fro is here!" Frosch explained with a smile, then got confused. "Where is here?"

"You could come home with me?" Kagura offered, picking up the exceed with a blush on her face.

"Uh honey, I get you like Frosch but-?" Excaliburn began.

"Maybe I wanted the little guy?" Gwen shot back.

"You wish." Kagura said calmly, slowly going for the sword at her hip.

"Whoa, tie-breaker, neither of you are keeping Frosch, Rogue's his partner." Excaliburn pointed out.

"But." Gwen and Kagura began.

"No, to neither of you." Ben said firmly, then turned to the frog. "Go hide in that building until we get you." Excaliburn pointed his tail at a nearby Mr. Smoothies.

"Ok." Frosch said, doing as Ben instructed. Gwen looked at him oddly.

"What, the little guy's a fan." Excaliburn said with a shrug.

"Fair enough." Gwen admitted. Kagura still pouted.

"So, now that Frosch is safe, let's take them down." Natsu declared. "I'm all fired up!"

"You heard the man." Devlin said, firing several energy blasts.

"It is so weird, last time we saw him, Ragnarok tried to kill us." Gwen admitted.

"I know right." Excaliburn said with a shrug.

"Ben, we could use some Tech-Support right about now." Juvia pointed out, seeing the legion of robots approaching.

"Good plan." Ben slapped the Omnitrix disk, becoming said alien.

"He can become a Quitmentian now?" Rook said surprised, then adopted a serious expression. "You are most defiantly upgrading the Proto-Truk later."

"Noted." Tech-Support said, raising his arms. With a flash of light, the robots were dismantled.

"Killjoy." Natsu pouted.

"So what Tennyson." Billy shouted infuriated, as a large black ship landed in front of the heroes. "Fortunately, I came up with a backup plan."

"You did not, Servantis did." Kangaroo Commando pointed out, rubbing his sore and bleeding nose.

"Whatever, meet Brute." Billy said smugly. Brute then appeared out of a ship, landing right in front of Tech-Support. He was essentially a Vaxsaurian with a more humanoid face. Lanky and greasy black hair fell over his eyes. The only form of clothes he wore were black proto-tech armor pants with a tear in the right kneecap.

"Well, Sheldon has been busy since I've been gone." Tech-Support pointed out.

"Sheldon?" Gwen asked confused.

"Same day we found out about Ragnarok, we found out that's Servantis's real name." Erza explained with a smile.

"You're kidding me!" Molly laughed.

"Oh no really." Wendy explained, an equally large smile on her face.

"Brute, smash!" Brute raised his arms and slammed them into the ground, sending a shockwave at our heroes. Tech-Support raised his arms, creating a force field.

"Ben, we could really use Cannonbolt right now!" Gwen said, seeing the damages done.

"Uh, slight problem, remember how I said the Omnitrix rebooted, I lost a lot of aliens in doing so." Tech-Support said sheepishly.

"How many is a lot?" Rook asked confused.

"I'm down to about 30." Tech-Support explained. "But I did pick up an old trick, can you guys give me cover for a bit."

"You got it!" Rook said, switching the Proto-Tool over to blaster mode. Lucy switched the Proto-Whip over, intent on doing the same, but Natsu pushed her to the side.

"Let's go this, **FIRE DRAGON'S IRON FIST!**" Natsu leapt up and slugged Brute right in the face. The attack caused the monster to stumble back several feet.

"Is he always like this?" Gwen asked confused.

"You have no idea." Lucy said flatly.

"Hey Lucy, can you do me a favor real quick?" Tech-Support said, floating over and whispering something into her ear.

"Done." Lucy said with a wicked smirk. She ran off to do as Ben asked.

"Why does she get to go?" Happy asked confused.

"It's a surprise." Tech-Support said with a smirk. "Now let's see him take on Humongasaur!" Tech-Support slapped the disk, becoming Wing-storm.

"You should." Rook began.

"I know!" Wing-Storm shot back. Before Ben could do anything, Brute grabbed Wing-Storm, and slammed him into the ground.

"I kill bird man for master." Brute said dumbly.

"To hell you will." Kagura shouted infuriatingly. She leapt up and swung Archenemy at Brute. The attack caused Brute to stumble back a bit.

"**ICE MAKE: HAMMER!**" Gray constructed a large ice block that slammed into Brute's stomach. Instead of damaging him, it seemed to infuriate Brute more.

"Cold, Brute no like cold!" Brute declared infuriated.

"Oh, so how about some water!" Juvia fired several water whips at Brute, which did about the same.

"Well, plan B." Wing-Storm said, pulling himself out of the ground. He noticed Wendy had tried to heal him. "Thanks." He happily said, patting the smiling girl on the head. Wing-storm then slapped the Omnitrix disk. Gwen was surprised at the changes happening to the alien.

"ULTIMATE WING-STORM!" Ben cawed victoriously, his guild mark was still in the same spot. Ultimate Wing-storm fired a cyclone blast at Brute, which disoriented him.

"He can go ultimate again?" Gwen asked, happily surprised.

"I know, you should have seen it when Ben went Ultimate Freezer-burn on Natsu yesterday." Happy laughed, reminded of how Natsu challenged the alien that helped beat Vilgax.

"We agreed we'd never speak of that again!" Natsu bellowed infuriatingly.

"You agreed, we didn't." Gray laughed, reminded of how Natsu was stuck to the ceiling for an hour, incased in ice.

"Finally, the Vengers have Vengeance!" Billy said lamely. Before he could say anymore horrible lines, a feminine hand, with an iron manacle attached to it, shot out of the ground and pulled Billy underneath.

"To whoever did that, thank you." Nemesis said with a smile.

Meanwhile, in a nearby alleyway, Jennifer was running away frightful. Capricorn jumped overhead, landing in her path.

"Going somewhere?" Capricorn asked rhetorically.

"Because we may need to have a conversation with you." Lucy said, brandishing the Proto-Whip in energy mode.

"Nice try blondie, but I'm an official plumber." Jennifer said, pulling out her blaster. Lucy whipped Jennifer's hand, causing the blaster to fly into the air. Capricorn grabbed the blaster, and crushed it effortlessly.

"Wow, Servantis must be desperate for members." Lucy said darkly. Jennifer gulped horrified.

Erza at this time requipped into her Flight armor and ran at Brute, full speed with Kagura not far behind. The two collided with Brute's face, causing the monstrosity to take several steps back.

"Brute no lose to you!" The titan declared, slamming his fist into Erza's location. However, she quickly reappeared on top of Brute's arm, running up. Gwen fired a series of mana blasts, aimed at Brute, who tried to swat them away.

"Natsu, firebird maneuver!" Ultimate Wing-Storm said with a smirk. Natsu smirked victoriously at that.

"Uh oh." Wendy said timidly.

"What is firebird maneuver? Rook asked confused.

"**Fire Dragon's Brilliant Flame**!" Natsu shot his all-powerful fireball at Brute, while Ultimate Wing-Storm fired a concentrated wind blast at it, pushing the attack. The results amplified both the speed and intensity of the fireball. The attack blew up right on Brute's chest, causing a massive explosion.

When the smoke cleared, Brute was unconscious, and laying on top of Kangaroo Commando, Captain Nemesis, and Will's News van.

"Well, that works." Rook shrugged offhandedly.

"I just got that thing!" Harangue cried, dropping to his knees.

"Look what we found." Lucy and Capricorn walked over, with Jennifer, her hand tied behind her back by the proto-whip.

"Nice job, she'll probably have some answers we could use." Ben said, becoming human.

"I'll tell you anything Ben." Jennifer said, with a wink.

Kagura walked over to Jennifer and pulled her up to her eye level. "I will gut you like a fish if you try to hit on my boyfriend." She threatened, giving off a wave of violet and violent magic energy.

"Ok." Jennifer whimpered, horrified.

"So, what was that favor you needed anyways?" Gray asked confused.

Ben pointed, and everybody laughed hysterically. The favor as it turned out, was to summon Virgo, who was sitting on a bench, spanking Billy repetitively.

"Ow, ow, ouch, stop it!" Billy demanded painfully.

"If you keep struggling, I will bring out a bar of soap." Virgo said in her usual monotone.

"Alright, I'll go get Frosch, and we'll head back to base." Gwen said, after recovering from her laughing fit.

"Great idea." Ben said, as Lucy went to go stop Virgo.

"Come on Virgo, we have to go." Lucy said with a sigh.

"Then is it my turn for my punishment?" Virgo asked hopefully.

"Not a chance!" Lucy shot back.

"Very well then." Virgo stood up and gave Billy's underwear a hard tug, then hung him from a nearby tree. "I look forward to punishing you again Master Billions." Virgo said respectfully with a bow, disappearing in a flash of light.

"Ow." Billy groaned in pain.

"Let's go." Gwen said, with Frosch in her arms, who was happily slurping down a smoothie.

"Smelt Petunia is yummy." Frosch said with a smile.

"Ironically, that is the least popular flavor." Ben said, with a smile.

"Let's get going." Erza said, tossing a sword into Harangue's camera.

"I love these deranged sociopaths!" Molly chuckled happily.

"The feeling is mutual." Juvia said with a smile. The rescue team left, with one goal in mind, victory.

The Resistance Headquarters turned out to be Argistix Security, in Undertown, as two members of the resistance took Jennifer to a holding cell. It was also here, Ben was greeted by two all familiar faces.

"Mom, Dad." Ben went over and happily hugged his family.

"Ben!" Carl and Sandra Tennyson gladly hugged him back.

"It's a beautiful moment." Happy said, tears in his eyes.

"Weren't you wearing pants five minutes ago?" Gwen asked Gray.

"DAMN IT ALL!" Gray shouted embarrassed and horrified.

"Uh, Ben, what have you been up too exactly?" Sandra asked confused. Ben began his lengthy discussion of what happened during his time on Earthland, the fight with Vilgax, he and Kagura dating, everything.

Needless to say when he mentioned a girlfriend, Sandra went ecstatic. "She's cute." And immediately started squeezing the air out of Kagura.

"Uh, Mrs. Tennyson." Kagura began, losing consciousness fast.

"Oh please, call me Sandra." She insisted.

"Wow, moving that fast in a relationship already?" Lucy asked confused.

"No, Aunt Sandra's always been like that." Gwen admitted.

"Ben, good to see you buddy." Argit said, walking over.

"I'm just surprised no one's used you as target practice yet." Ben admitted.

"We do, frequently." Rook said with a smile.

"Any who, someone's been waiting for you, and I do not envy being golden eyes over here." Argit admitted, a bit reluctantly.

"Ben." Julie said dryly.

"Julie." Ben said, in the same tone.

"Wow, the Ex and present in the same room, never good." Erza said dryly.

"So, what is it?" Ben asked in a serious tone, one reserved for villains.

"I thought they ended on good terms?" Carla asked confused.

"No, that was Ester of the Kraho, Julie was before her, and it did not end well." Rook explained. "Apparently, Julie partially blames Ben for the Insurcean Invasion of Earth."

"That's a low blow." Natsu said, not really liking this girl.

"Aye." Happy agreed.

"Should we?" Kagura asked concerned.

"Let them sort this out, I've had Julie on a short leash." Gwen insisted, however did look ready to let Ben's new girlfriend have a chat with his old one.

"I'm just surprised you even bothered to show your face, what with you abandoning us." Julie said rudely.

"That's not how it went and you know it." Ben shot back.

"Oh right, you decided to be the big hero, and save the guy who tried to kill you!" Julie shouted infuriatingly.

"No one, not even Servantis, deserves the coward's way out." Ben said coldly.

"And yet you were fine trying to end Kevin when he absorbed all that power." Julie reminded.

"That was different, Kevin was sick, his choices weren't his, Sheldon on the other hand." Ben pointed out.

"Just say the word, and I will punch the girl in the face." Natsu said, holding up a flaming fist.

"I'll let you know in three minutes." Gwen said, agreeing with the plan.

"Face it Tennyson, you just can't help that ego of yours, can you?" Julie said, rudely.

"At least I'm honest about it." Ben said coolly after a moment of silence.

"Say the word, and I will unsheathe Archenemy." Kagura admitted with a sadistic smile.

"Fro thinks so too." Frosch said.

"Incoming stragglers." A deep voice said. Ben and the others saw Tetrax, another Petrosapien walk in, with four others.

"Rogue!" Frosch said happily, running to his partner's arms.

"FROSCH!" Rogue happily ran over and hugged his little buddy.

"Hello." Yukino said timidly.

"Hi." Lector said, who was hung by his tail, upside down in Tetrax's grip.

"Joy, now the gangs all back together." Sting said dryly.

"What are you guys doing in Ben's dimension?" Lucy asked confused.

"Blame this idiot," Sting said rudely, pointing to Rogue. "Lector lost track of Frosch while he was out shopping so we spent most of today finding him." He then pinched the bridge of his nose in irritation. "We find Frosch almost instantly, but Rogue is all "We have to let him do this on his own." And now we're here."

"These four gave me the abridged version, and about you." Tetrax said, looking over to Devlin, after letting go of Lector. The petrosapien then walked over, then extended his hand. "It's an honor."

"Likewise rocky." Devlin said, shaking it.

"So, where's Grandpa Max, and how is Sheldon in charge?" Ben decided to ask the one question that had been bugging him since his return. Instantly, everyone got quiet and nervous.

"After you were sent to Earthland, Grandpa and Magister Patelliday tried arrest the Rooters with the Magistrata, but Servantis used his crystal to neutralize her after officially disbanding the Rooters." Gwen began, sorrowfully.

"Then what, he just took over?" Ben asked confused.

Gwen nodded. "Best we can figure, he's had this planned for years. Most of his followers are some of the local criminals, and I'm not just talking about the Vengers, I mean the likes of Psyphon and Fistrick."

"At our last reconnaissance, Magister Tennyson and the Magistrata are presently inside the main Plumber Facility on Earth." Rook explained. "Very highly guarded."

"So, what's stopping us?" Natsu pointed out.

"Among other things, A massive army, weapons up and down the block, shall I go on?" Gwen asked sarcastically.

"Please do, I'm getting all fired up!" Natsu said excitedly.

"Are you insane?" Gwen asked.

"What gave you the idea I wasn't?" Natsu shot back. Gwen was about to reply, when even she couldn't come up for anything on that one.

"Among other things, no one has seen first thinker Azmuth either." Rook explained. "After his ascension to Magistrautus, Servantis put a large bounty on his head for creating the Omnitrix."

"That bastard." Gray growled angrily. Wendy, Carla, and Juvia nodded in agreement.

"I'm calling Makarov." Ben said, pulling out his phone.

"What happened to the five hours thing?" Kagura asked confused.

"Servantis made this personal." Ben said, only to get a busy signal.

"I knew there was a blackout field covering the planet, but I didn't think it worked on dimensions too?" Gwen admitted.

"Then I guess we go without the others." Ben said determined.

"I thought you'd never ask." Erza said with a smirk. The Fairy Tail mages nodded in agreement.

"Do you even have to ask if I'm in?" Kagura said with a smile.

"You've kept Frosch safe, it's the least I can do." Rogue declared victoriously.

"Agreed." Yukino said with a smile.

"I might as well," Sting said with a shrug. "I'd get a chance to outshine Tennyson."

"So, what's the plan?" Gwen said with an equally large smile. The multitude of resistance members all agreed in full unison. Julie on the other hand, well, she didn't even look at Ben.

**Alright, part one of the Return to Bellwood arc has started. Before we go any further, yes I am kind of bashing Julie. It's just after Alien Force, I began to lose respect for her, what with why she broke up with Ben in Omniverse, and the whole thing with the Flame Keeper's Circle. I'm sorry, but it's just how I feel about her. Anyways, I also have no idea how many chapters this will go on for. I'll try to push for five total, no promises. And yes, expect Bullfrag, Ditto, and Upchuck to reappear during the events.**


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